UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under § 240.14a-12
CARTER VALIDUS MISSION CRITICAL REIT II,SILA REALTY TRUST, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
ýNo fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.
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CARTER VALIDUS MISSION CRITICAL REIT II,SILA REALTY TRUST, INC.
4890 W. Kennedy Blvd., Suite 650
Tampa, Florida 33609
April 27, 201830, 2021
Dear Stockholder:
You are cordially invited to attend our 20182021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday,Thursday, July 20, 2018,8, 2021, at 1:00 p.m. local timeEastern Time at our officesoffice located at 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.
The matters expected to be acted upon at the meeting are described in the following Notice of the 2018 Annual Meeting of Stockholders and Proxy Statement.
Directors and officers will be available at the meeting to speak with you. There will be an opportunity during the meeting for your questions regarding the affairs of Carter Validus Mission Critical REIT II,Sila Realty Trust, Inc. and for a discussion of the business to be considered at the meeting.
It is important that you use this opportunity to take part in the affairs of Carter Validus Mission Critical REIT II,Sila Realty Trust, Inc. by voting on the business to come before this meeting. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR SUBMIT YOUR PROXY BY USING THE TELEPHONE OR THE INTERNET, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. FOR SPECIAL INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD. VotingWhether or not you expect to attend the Annual Meeting and vote at the meeting, please complete, date, sign and promptly return the accompanying proxy card in the enclosed postage-paid envelope, or submit your proxy by using the telephone or the Internet, so that your shares may be represented at the meeting. For special instructions on how to vote your shares, please refer to the instructions on the proxy card. Submitting a proxy does not deprive you of your right to attend the meeting and to vote your shares in person.during the meeting.
We look forward to seeing you at the meeting.
Sincerely,
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Michael A. Seton
Chief Executive Officer and President

CARTER VALIDUS MISSION CRITICAL REIT II,


SILA REALTY TRUST, INC.
NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 20, 20188, 2021

To Carter Validus Mission Critical REIT II,Sila Realty Trust, Inc. Stockholders:
NOTICE IS HEREBY GIVEN that the 20182021 Annual Meeting of Stockholders (“Annual Meeting”) of Carter Validus Mission Critical REIT II,Sila Realty Trust, Inc., a Maryland corporation (the “Company,” “we,” or “us”), will be held on Friday,Thursday, July 20, 2018,8, 2021, at 1:00 p.m. local timeEastern Time at our officesoffice located at 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.
The purposes of the meeting are to:
1. to consider and vote uponupon:
1. the election of fivesix directors to hold office until the 20192022 Annual Meeting of Stockholders and until their successors are duly elected and qualify;
2. consider and vote uponthe approval (on a proposal to amendnon-binding advisory basis) of our Second Articlesexecutive compensation as described in this proxy statement ("say-on-pay");
3. the approval (on a non-binding advisory basis) of Amendment and Restatement (our "Charter"the frequency of future non-binding advisory votes on our executive compensation ("say-on-frequency") to comply with requests from a state securities administrator;;
4. the ratification of the appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the year ending December 31, 2021; and
3. transact5. such other business as may properly come before the 2018 Annual Meeting of Stockholders or any adjournment or postponement thereof.thereof.
The proposals and other related matters are discussed in the following pages, which are made part of this notice.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE DIRECTOR NOMINEES, FOR THE APPROVAL OF OUR EXECUTIVE COMPENSATION, FOR THE APPROVAL OF FUTURE VOTES ON OUR EXECUTIVE COMPENSATION EVERY ONE YEAR AND FOR THE RATIFICATION OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Only stockholders of record at the close of business on April 23, 201822, 2021, or the record date, are entitled to receive this notice and to vote at the 2018 Annual MeetingMeeting. As of Stockholders.the close of business on the record date, there were 166,996,024 shares of our Class A common stock outstanding, 12,812,748 shares of our Class I common stock outstanding, 39,758,621 shares of our Class T common stock outstanding and 3,411,868 shares of our Class T2 common stock outstanding. We reserve the right, in our sole discretion, to adjourn or postpone the 2018 Annual Meeting of Stockholders to provide more time to solicit proxies for the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JULY 20, 2018.8, 2021.
THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.PROXYPUSH.COM/CVREIT2.
You may obtain directionsThe proxy statement, form of proxy card and annual report to attendstockholders are available (a) for all stockholders other than those listed in (b), at www.proxydocs.com/sila with the 2018 Annual Meeting of Stockholdersuse of the Company by calling 813-287-0101.control number on your proxy card, and (b) for stockholders with accounts for which AXA Advisors, LLC, Ameriprise Financial, Inc., Wells Fargo Clearing Services, LLC and LPL Financial LLC act as broker-dealer of record, at www.proxyvote.com with the use of the control number on your proxy card.
All stockholders are cordially invited to attend the annual meeting in person. Whether or not you expect to attend WE URGE YOU TO READ THE PROXY STATEMENT AND EITHER COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED OR TO SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD. YOUR PROMPT RESPONSE WILL HELP AVOID POTENTIAL DELAYS AND MAY SAVE THE COMPANY SIGNIFICANT ADDITIONAL EXPENSE ASSOCIATED WITH SOLICITING STOCKHOLDER VOTES. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE.
the Annual Meeting, we urge you to read the proxy statement and either complete, sign and date the enclosed proxy card and return it promptly in the envelope provided or submit your proxy by telephone or the Internet. For specific instructions on how to vote your shares, please refer to the instruction on the proxy card. Your prompt response will help avoid potential delays and may save the company significant additional expense associated with soliciting stockholder votes. You may revoke your proxy at any time prior to its exercise.
Sincerely,
By Order of the Board of Directors
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Lisa A. DrummondKay C. Neely
Chief Financial Officer, Treasurer and Secretary
Tampa, Florida
April 27, 201830, 2021
PLEASE VOTE —- YOUR VOTE IS IMPORTANT


CARTER VALIDUS MISSION CRITICAL REIT II,


SILA REALTY TRUST, INC.
(A Maryland Corporation)
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SILA REALTY TRUST, INC.
4890 W. Kennedy Blvd., Suite 650
Tampa, Florida 33609
PROXY STATEMENT
QUESTIONS AND ANSWERS
We are providing you with this proxy statement, which contains information about the items to be voted upon at our 2018 Annual Meeting of Stockholders.Meeting. To make this information easier to understand, we have presented some of the information below in a question and answer format.
Q:Why did you send me this proxy statement?
A:We sent you this proxy statement and the enclosed proxy card because our boardBoard of directorsDirectors is soliciting your proxy to vote your shares of the Company’s common stock at the 2018 Annual Meeting of Stockholders.Meeting. This proxy statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission, (“SEC”)or the SEC, and is designed to assist you in voting. This proxy statement and the proxy card and our 2017 annual report to stockholders are being mailed to you on or about April 30, 2018.

2021. You do not need to attend the Annual Meeting in order to vote.
Q:What is a proxy?
A:
A proxy is a person who votes the shares of stock of another person who does not attend a meeting. The term “proxy” also refers to the proxy card. When you return the enclosed proxy card, or give your proxy by telephone or over the Internet, you are giving us your permission to vote your shares of common stock at the annual meeting.Annual Meeting. The person who will vote your shares of common stock at the annual meetingAnnual Meeting is any ofeither Michael A. Seton Todd M. Sakow or Lisa A. Drummond.Kay C. Neely. They will vote your shares of common stock as you instruct. If you sign and return the proxy card, or authorize your proxy by telephone or over the Internet, and give no instructions, the proxies will vote FOR ALL of the director nominees and FOR the approval of the amendments to our Charter to comply with requests from a state securities administrator. With respect to any other proposals to be voted upon, they will vote in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in their discretion. The proxies will not vote your shares of common stock if you do not return the enclosed proxy card or submit your proxy by telephone or over the Internet. This is why it is important for you to return the proxy card or submit your proxy by telephone or over the Internet to us as soon as possible whether or not you plan on attending the meeting in person.
If you sign and return the proxy card, or authorize your proxy by telephone or over the Internet, and give no instructions, the proxies will vote "FOR" each of the director nominees, "FOR" our executive compensation, "ONE YEAR" for the frequency of future non-binding advisory votes on our executive compensation and "FOR" the ratification of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2021. With respect to any other proposals to be voted upon, they will vote in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in their discretion.

If you authorize your proxy over the Internet or by telephone, please do not return your proxy card.

Q:When is the annual meetingAnnual Meeting and where will it be held?
A:The annual meetingAnnual Meeting will be held on Friday,Thursday, July 20, 2018,8, 2021, at 1:00 p.m. local timeEastern Time at our offices locatedoffice at 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.

Q:If I plan to attend the annual meeting in person, should I notify anyone?
A:While you are not required to notify anyone in order to attend the Annual Meeting, we would appreciate it if you would mark the appropriate box on the applicable enclosed proxy card or call us at 813-287-0101 to let us know how many stockholders will be attending the meeting and a suitable meeting room for the attendees can be prepared.
Q:How many shares of common stock can vote?
A:As of the close of business on the record date, of April 23, 2018, there were 82,323,116166,996,024 shares of our Class A common stock outstanding, 8,689,38412,812,748 shares of our Class I common stock outstanding, 37,517,42339,758,621 shares of our Class T common stock outstanding and 496,5753,411,868 shares of our Class T2 common stock outstanding. Every stockholder of record as of the close of business on April 23, 2018,22, 2021, is entitled to one vote for each share of common stock held at that date and time. Fractional shares will have corresponding fractional votes. For purposes of this proxy statement, when we refer to common stock, we are referring to Class A common stock, Class I common stock, Class T common stock and Class T2 common stock. Shares of Class A common stock, Class I common stock, Class T common stock and Class T2 common stock vote together as a single class, and each share is entitled to one vote on each matter submitted to a vote at a meeting of our stockholders.


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Q:What is a “quorum”?
A:A “quorum” consists of the presence in person or by proxy of stockholders holding 50% of the outstanding shares as of the record date. There must be a quorum present in order for the annual meetingAnnual Meeting to be a duly held meeting at which business can be conducted. In order to have a quorum for the transaction of business by the holders of common stock, holders of common stock entitled to cast at least 50% of all the votes entitled to be cast by the holders of common stock at the Annual Meeting on any matter must be present in person or by proxy. As of the record date, there were 222,979,261 shares of common stock outstanding, held by approximately 62,109 holders of record. Each share of common stock is entitled to one vote on each proposal presented at the Annual Meeting. If you submit a properly executed proxy card, even if you abstain from voting or do not give instructions for voting, then you will at least be considered part of the quorum. Broker non-votes will also be counted to determine whether a quorum is present. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner.

Q:What may I vote on?
A:At the annual meeting,Annual Meeting, you will be asked to (i) consider and vote uponupon: (i) the election of fivesix directors, each to hold office for a one-year term expiring at the 20192022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies;qualified; (ii) considerthe approval of our executive compensation as described in this proxy statement; (iii) the approval of the frequency of future non-binding advisory votes on our executive compensation; (iv) the ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2021; and vote upon a proposal to make amendments to our Charter to comply with requests from a state securities administrator; and (iii) transact(v) such other business as may properly come before the annual meetingAnnual Meeting or any adjournment or postponement thereof.

postponement.
Q:How does the board of directors recommend I vote on the proposals?
A:
The boardBoard of directorsDirectors unanimously recommends that you vote your shares “FOR ALL” each of the nominees for election as director who are named as such in this proxy statement, and "FOR" our executive compensation as described in this proxy statement, "ONE YEAR" for the approvalfrequency of future non-binding advisory votes on our executive compensation, and “FOR” the amendments toratification of KPMG as our Charter to comply with requests from a state securities administrator.independent registered public accounting firm for the year ending December 31, 2021. No director has informed us that he or she intends to oppose any action intended to be taken by us.

Q:Who is entitled to vote?
A:Anyone who owned our common stock at the close of business on April 23, 2018, the record date is entitled to vote at the annual meeting.Annual Meeting.

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Q:What vote is required to approve each proposal that comes before the annual meeting?
Annual Meeting?
A:
Proposal No. 1 — Election of Directors. The holders of a majority of the shares of common stock of the Company entitled to vote who are present in person or by proxy at a meeting of stockholders duly called at which a quorum is present, may, without the necessity for concurrence by the Board of Directors, vote to elect a director. This means that a nominee for the Board of Directors needs to receive more votes for his or her election than withheld from or present but not voted in his or her election in order to be elected to the Board of Directors. Because of this requirement, “withheld” votes and broker non-votes will have the effect of a vote against each nominee for the Board of Directors. If an incumbent nominee for the Board of Directors fails to receive the required number of votes for re-election, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies.

Proposal No. 2 — Non-Binding Advisory Vote on Executive Compensation. While the proposal to approve the compensation for our named executive officers as described in this proxy statement is non-binding, we will consider the input of stockholders based on the vote of at least a majority of all the votes cast on the proposal. For purposes of this proposal, abstentions and broker non-votes, if any, will have no effect on the outcome of the vote.

Proposal No. 3 — Non-Binding Advisory Vote on The Frequency of Future Advisory Votes on Executive Compensation. While the proposal to approve the frequency of the advisory vote on executive compensation (one, two or three years) is non-binding, we will consider the input of stockholders based on the alternative that receives the most votes cast. Stockholders may also abstain. For purposes of this proposal, abstentions and broker non-votes, if any, will have no effect on the outcome of the vote.

Proposal No. 4 — Ratification of Appointment of Independent Registered Accounting Firm. To electapprove the director nominees,ratification of the appointment of KPMG, the affirmative vote of a majority of the shares of the Company’s common stock present in person or by proxyall votes cast at a meeting at which a quorum is present must be cast in favor of the proposal. Abstentions and broker non-votes will count as votes againsthave no impact on the proposal to electratify the director nominees. To amend our Charter, the affirmative voteappointment of a majority of all votes entitled to be cast on the amendments is required for their approval, with each class of shares voting together as a single class. Abstentions and broker-non votes will have the same effect as votes cast against the proposed amendments set forth in Proposal 2.

KPMG.

Q:How do I vote?
A:You may vote your shares of common stock either in person or by proxy. In order to vote in person, you must attend the annual meeting.Annual Meeting. Whether you plan to attend the meetingAnnual Meeting and vote in person or not, we urge you to have your vote recorded. Stockholders may submit their proxy via mail, using the enclosed proxy card. In addition, stockholders who live in the United States may authorize a proxy by following the “Vote by Phone” instructions on the enclosed proxy card. Stockholders with Internet access may submit a proxy by following the “Vote by Internet” instructions on the enclosed proxy card. The telephone and Internet voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to authorize a proxy and confirm that their instructions have been properly recorded. If the telephone or Internet option is available to you, we strongly encourage you to use it because it is faster and less costly. If you attend the annual meeting, you also may submit your vote in person, and any previous votes or proxies that you submitted will be superseded by the vote that you cast at the annual meeting.Annual Meeting. However, attendance at the Annual Meeting without voting your shares is not sufficient to revoke any previously authorized proxy. If you return your signed proxy card, or authorize your proxy by telephone or over the Internet, but do not indicate how you wish to vote, your shares of common stock will be counted as present for purposes of determining a quorum and votedvoted: (i) FOR ALL“FOR” each of the nominees for director, (ii) FOR“FOR” our named executive officer compensation as described in this proxy statement, (iii) “ONE YEAR” for the approvalfrequency of future non-binding advisory votes on our named executive officer compensation, (iv) “FOR” ratification of the amendments toappointment of KPMG as our Charter to comply with requests from a state securities administratorindependent registered public accounting firm for the year ending December 31, 2021 and (iii)(v) with respect to any other proposals to be voted upon in accordance with the absence of a recommendation of the boardBoard of directors or, in the absence of such a recommendation,Directors, in the discretion of the proxies.


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Q:Will my vote make a difference?
A:
Yes. Your vote is needed to ensure that the proposals can be acted upon. Unlike most other public companies, no large brokerage houses or affiliated groups of stockholders own substantial blocks of our shares. As a result, a large number of our stockholders must be present in person or by proxy at the annual meetingAnnual Meeting to constitute a quorum. THEREFORE, YOUR VOTE IS VERY IMPORTANT EVEN IF YOU OWN ONLY A SMALL NUMBER OF SHARES! Your immediate response will help avoid potential delays and may save us significant additional expense associated with soliciting stockholder votes. We encourage you to participate in the governance of the Company and welcome your attendance at the annual meeting.Annual Meeting.

Q:What if I return my proxy card and then change my mind?
A:You have the right to revoke your proxy at any time before the vote by:
 (1)notifying Lisa A. Drummond,Notifying Kay C. Neely, our secretary,Chief Financial Officer, Treasurer and Secretary, in writing at our offices located at 4890 W. Kennedy Blvd., Suite 650 Tampa, Florida 33609;
 (2)attendingAttending the meetingAnnual Meeting and voting in person;voting; or
 (3)authorizingAuthorizing another proxy again at a later date using the same procedure as set forth above, but before the annual meetingAnnual Meeting date. Only the most recent proxy authorization or vote will be counted and all others will be discarded regardless of the method of voting.

Q:How will voting on any other business be conducted?
A:Although we do not know of any business to be considered at the annual meetingAnnual Meeting other than the election of directors, the advisory vote on our executive compensation, the advisory vote on the frequency of future nonbinding advisory votes on our executive compensation, and an approvalthe ratification of certain charter amendments,our auditor, if any other business is properly presented at the annual meeting,Annual Meeting, your proxy gives authority to Michael A. Seton, our chief executive officerChief Executive Officer and president, Todd M. Sakow,President, and Kay C. Neely, our chief financial officerChief Financial Officer, Treasurer and treasurer, and Lisa A. Drummond, our chief operating officer and secretary,Secretary, to vote on such matters in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in their discretion.

Q:Is this proxy statement the only way that proxies are being solicited?
A:No. In addition to mailing proxy solicitation material, our directors, and officers or employees, of Carter Validus Advisors II, LLC, our advisor, as well as third-party proxy service companies we retain, may also solicit proxies in person, by telephone or by any other electronic means of communication we deem appropriate. No additional compensation will be paid to our directors, or officers or to employees of affiliates of our advisor for such services. We have retained Mediant Communications, Inc. to assist us in the distribution of proxy materials and solicitation of votes. We anticipate the costs of services incidental to the proxy solicitation to be approximately $109,000,$122,800, excluding out of pocket expenses.

Q:Who pays the cost of this proxy solicitation?
A:We will pay all the costs of soliciting these proxies. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders.

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Q:If I plan to attendshare my residence with another stockholder of the annual meeting in person,Company, how many copies of the proxy statement should I notify anyone?
receive?
A:WhileThe SEC has adopted a rule concerning the delivery of disclosure documents that allows us to send a single set of any annual report, proxy statement, proxy statement combined with a prospectus, or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “householding.” This rule benefits both you and the Company. It reduces the volume of duplicative information received at your household and helps the Company reduce expenses. Each stockholder subject to householding will continue to receive a separate proxy card or voting instruction card. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the document was previously delivered. If you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies to Mediant at (844) 391-3599 or write to P.O. Box 8035, Cary, North Carolina 27512-9916. If you are not required to notify anyonea stockholder that receives multiple copies of our proxy materials, you may request householding by contacting us in order to attend the annual meeting, if you do plan to attend the meeting, we would appreciate it if you would call us toll free at (813) 287-0101 to let us know that you will be attending the meeting so that we will be able to preparesame manner and requesting a suitable meeting room for the attendees.



householding consent.
Q:Whom should I call if I have any questions?
A:If you have any questions about how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, you should contact:
Sila Realty Trust, Inc.
Attn: Kay C. Neely, Secretary
4890 W. Kennedy Blvd., Suite 650
Tampa, Florida 33609
(813) 316-4337

Mediant Communications, Inc.
P.O. Box 8035
Cary, North Carolina 27512-9916
Call toll-free: (844)-371-1437 391-3599

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS
At the annual meeting,Annual Meeting, you and the other stockholders will vote on the election of all fivesix members of our boardBoard of directors. Those personsDirectors. Persons elected will serve as directors until the 20192022 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The boardBoard of directorsDirectors has nominated the following people for re-election as directors:
Robert M. Winslow•Jonathan Kuchin
John E. Carter
•Randall Greene
Jonathan Kuchin•Adrienne Kirby
•Roger Pratt
•Ronald Rayevich
•Michael A. Seton
Each of the nominees for director is a current member of our boardBoard of directors.Directors. The principal occupation and certain other information about the nominees are set forth below. We are not aware of any family relationship among any of the nominees to become directors or any of the executive officers of the Company. Each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him or her and any other person relating to his or her election as a director, except that such nominees have agreed to serve as our directors if elected.
If you return a properly executed proxy card, or if you authorize your proxy by telephone or over the Internet, unless you direct the proxies to withhold your votes, the individuals named as the proxies will vote your shares for the election of the nominees listed above. If any nominee becomes unable or unwilling to stand for re-election, the boardBoard of Directors may reduce its size, designate a substitute nominee, or fill the vacancy through a majority vote of the remaining directors (including a majority of the remaining independent directors if the vacancy relates to an independent director position). If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee.
Vote Required; Recommendation
The vote of holders of a majority of allthe shares of common stock of the Company entitled to vote who are present in person or by proxy at a meeting of stockholders duly called at which a quorum is present, may, without the necessity for concurrence by the boardBoard of directors, is necessaryDirectors, vote to elect a director. This means that a nominee for the Board of Directors needs to receive more votes for his or her election than withheld from or present but not voted in his or her election in order to be elected to the Board of a director. For purposesDirectors. Because of the election of directors, abstentionsthis requirement, “withheld” votes and broker non-votes will have the same effect as votes cast against each director. A properly executed proxy card, or instruction by telephone or over the Internet, indicating “FOR ALL” will be considered a vote in favor of all nominees for re-election as director. A properly executed proxy card, or instruction by telephone or over the Internet, indicating “FOR ALL EXCEPT” will be considered a vote in favor of all nominees except those nominees you specifically list and a vote against each nominee for the nominees you specifically list. A properly executed proxy card,Board of Directors. If an incumbent nominee for the Board of Directors fails to receive the required number of votes for re-election, then under Maryland law, he or instruction by telephoneshe will continue to serve as a “holdover” director until his or over the Internet, indicating “WITHHOLD ALL” will be considered a vote against all directors.her successor is duly elected and qualifies.
THE BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE “FOR ALL”” EACH OF THE SIX NOMINEES FOR ELECTION AS DIRECTORS.

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CERTAIN INFORMATION ABOUT MANAGEMENTOUR BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Board of Directors
In accordance with applicable law and our charter and bylaws, the business and affairs of the Company are managed under the direction of our boardBoard of directors.Directors.
Board Membership Criteria and Selection of Directors
The boardOur Board of directorsDirectors annually reviews the appropriate experience, skills and characteristics required of board members in the context of the then-current membership of the board.Board of Directors. This assessment includes, in the context of the perceived needs of the boardBoard of Directors at that time, issues of knowledge, experience, judgment and skills such as an understanding of the real estate industry or brokerage industryhealthcare and data center industries or accounting or financial management expertise. Other considerations include the candidate’s independence from conflicts of interest with the Company and the ability of the candidate to attend board meetings regularly and to devote an appropriate amount of effort in preparation for those meetings. It also is expected that independent directors nominated by the boardBoard of directorsDirectors shall be individuals who possess a reputation and hold positions or affiliations befitting a director of a large publicly held company and are actively engaged in their occupations or professions or are otherwise regularly involved in the business, professional or academic community. A majority of our directors must be independent, as defined in our charter. Moreover, as required by our charter, at least one of our independent directors must have at least three years of relevant real estate experience, and each director must have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of assets we acquire and manage.
The boardOur Board of directorsDirectors is responsible for selecting its own nominees and recommending them for election by the stockholders. Each of our nominees was recommended by the Nominating and Corporate Governance Committee (the "NCG Committee"), of our boardBoard of directors.Directors. Pursuant to our charter, however, the independent directors must nominate replacements for any vacancies among the independent director positions. All director nominees then stand for election by the stockholders annually.
In its nomination review process, our boardBoard of directorsDirectors solicits candidate recommendations from its own members and management of the Company. We have not and do not currentlyFrom time to time, we may employ or pay a fee to anya third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees, although we are not prohibited from doing so if we determine such action to be in the best interests of the Company. Our boardIn 2020, the NCG Committee engaged Ferguson Partners, an executive search firm and an affiliate of directorsFPL Associates, L.P., to assist us in the search for a new director. Ferguson Partners identified, and the Board of Directors subsequently elected as a director of the Company, Adrienne Kirby, who is nominated for re-election at the annual meeting. The fees paid to Ferguson Partners are discussed below under “Role of the Compensation Consultant.”
The NCG Committee of our Board of Directors also will consider recommendations made by stockholders for director nominees who meet the established director criteria set forth above. In order to be considered by our board of directors, recommendations madeThe NCG Committee’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, must be submitted withininvolves (with or without the time frame requiredassistance of a retained search firm) compiling names of potentially eligible candidates, vetting candidates’ qualifications, conducting background and reference checks, conducting interviews with candidates and/or others (as schedules permit), meeting to request a proposalconsider and recommend final candidates to be includedthe Board and, as appropriate, preparing and presenting to the Board an analysis with regard to particular, recommended candidates. It is the policy of the NCG Committee to consider any director candidates recommended by stockholders of the Company in the proxy materials. See “Stockholder Proposals” below for moresame manner in which it evaluates other potential nominees, so long as the information on procedures to be followedregarding director candidates recommended by our stockholders is submitted in submitting such recommendations. In evaluatingcompliance with the persons recommended as potential directors, our board of directors will consider each candidate without regard to the source of the recommendationCompany’s charter and take into account those factors that our board of directors determines are relevant.bylaws. Stockholders may directly nominate potential directors for consideration at an annual meeting (without the recommendation of our boardBoard of directors)Directors) by satisfying the procedural requirements for such nomination as provided in Article II, Section 11 of our bylaws.
In considering possible candidates for election as a director, the boardBoard of directorsDirectors is guided by the principle that each director shouldshould: (i) be an individual of high character and integrity; (ii) be accomplished in his or her respective field, with superior credentials and recognition; (iii) have relevant expertise and experience upon which to base advice and guidance to management in the conduct of our real estate investment and management activities; (iv) have sufficient time available to devote to our affairs; and (v) represent the long-term interests of our stockholders as a whole. Our boardBoard of directors may also consider an assessmentDirectors regularly assesses the composition and diversity of its diversity,members, in itsthe broadest sense, reflecting, but not limited to, age, experience, skills, geography, gender and ethnicity. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our boardBoard of directorsDirectors to fulfill its responsibilities.
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Director Nominees
Our boardBoard of directorsDirectors has nominated each of the following individuals for election as a director to serve until our 20192022 Annual Meeting of Stockholders and until their successors are duly elected and qualify. Messrs. Kuchin, Greene, Pratt and Rayevich areand Ms. Kirby qualify as independent directors.
NameAgePositions
Robert M. WinslowJonathan Kuchin6869Director
John E. Carter58Chairman of the Board (Independent)
Randall Greene6972Director (Independent)
Jonathan KuchinAdrienne Kirby6667Director (Independent)
Roger Pratt68Director (Independent)
Ronald Rayevich7578Director (Independent)
Michael A. Seton48Chief Executive Officer, President and Director
Robert M. Winslow has been a director since July 2016. Mr. Winslow has served as the Executive Vice President of Construction, Development and Special Projects since May 2015 and a member of the Investment Committee of Carter Validus Advisors II, LLC since January 2013. Mr. Winslow also served as the Executive Vice President of Asset Management of Carter Validus Advisors II, LLC from January 2013 to May 2015. He has also served as Executive Vice President of Construction, Development and Special Projects since May 2015 and a member of the Management Committee and Investment Committee of Carter/Validus Advisors, LLC since December 2009. Mr. Winslow also served as the Executive Vice President of Asset Management of Carter/Validus Advisors, LLC from December 2009 to May 2015. He has more than 35 years of real estate experience throughout the United States. Mr. Winslow has packaged and managed more than 50 commercial investments in hotels, offices, shopping centers and industrial properties with a value exceeding $300 million. He has served as President and Chief Executive Officer of Global Building and Consulting Corporation, a multi-service residential and commercial investment company specializing in performance-oriented management of real estate assets since 1996. From 1987 to 1989, Mr. Winslow structured a joint venture with Prentiss Properties to serve as the Florida Development Manager for proposed office projects for tenants including, among others, AT&T and Loral Federal Systems. In July 1980, Mr. Winslow founded and served as managing General Partner of Global Properties, LTD through 1985. Global Properties, LTD was a full service real estate brokerage firm that grew to 120 sales associates, and was the first firm with whom Merrill Lynch Realty signed a Letter of Intent to purchase when it entered the Orlando market. Prior to founding Global Properties, LTD in 1980, Mr. Winslow served as Vice President of Winter Park Land Company, an old line private real estate holding company where he reversed two unprofitable divisions and created compatible new construction and real estate brokerage strategies. Mr. Winslow obtained a Bachelor of Arts from Rollins College in Business Administration/Economics in 1971 and an MBA in International Finance from the Roy E. Crummer Graduate School of Business at Rollins College in Winter Park, Florida in 1973. Mr. Winslow was selected to serve as a director because of his significant real estate experience and his expansive knowledge in real estate industries.
John E. Carter has served as the Chairman of our board of directors since January 2013. Mr. Carter served as our Chief Executive Officer from January 2013 to April 2018. Mr. Carter founded and has served as the Chairman of the board of directors of Carter Validus Mission Critical REIT, Inc. since December 2009 and Chief Executive Officer of Carter Validus Mission Critical REIT, Inc. from December 2009 to April 2018. Mr. Carter also served as our President from January 2013 to March 2015 and served as President of Carter Validus Mission Critical REIT, Inc. from December 2009 to March 2015. He also serves as Executive Chairman of Carter Validus Advisors II, LLC. He has served as Chief Executive Officer from January 2013 to July 2015 and Co-Chief Executive Officer of Carter Validus Advisors II, LLC from August 2015 to April 2018, and is a member of the Investment Committee of Carter Validus Advisors II, LLC and Chief Executive Officer of Carter Validus Real Estate Management Services II, LLC since January 2013. Mr. Carter serves as Executive Chairman of our sponsor, Carter Validus REIT Management company II, LLC. He has served as Chief Executive Officer from January 2013 to July 2015and as Co-Chief Executive Officer of Carter Validus REIT Management Company II, LLC, from July 2015 to April 2018. Mr. Carter founded and serves as Executive Chairman of Carter/Validus Advisors, LLC and has served as Chief Executive Officer from December 2009 to August 2015 and Co-Chief Executive Officer from August 2015 to April 2018 , a member of the Investment Management Committee of Carter/Validus Advisors, LLC and Chief Executive Officer of Carter Validus Real Estate Management Services, LLC since December 2009. Mr. Carter founded and serves as Executive Chairman of Carter/Validus REIT Investment Management Company, LLC and has served as Chief Executive Officer from December 2009 to July 2015 and Co-Chief Executive Officer of Carter/Validus REIT Investment Management Company from July 2015 to April 2018. Mr. Carter serves as Executive Chairman of CV REIT Management Company, LLC and served as Co-Chief Executive Officer from October 2015 to April 2018. Mr. Carter also served on the Board of Managers for Validus/Strategic Capital Partners, LLC (now Strategic Capital Management Holdings, LLC) from November 2010 to August 2014. Mr. Carter serves as Chairman of the board of directors of Carter Multifamily Growth & Income Fund, LLC. He also serves as Executive Chairman and as a member of the investment committee of the advisor, Carter Multifamily Growth & Income Advisors, LLC and as Executive Chairman of the sponsor, Carter Multifamily Fund Management Company, LLC. Mr. Carter has more than 36 years of real estate


experience in all aspects of leasing, asset management, acquisitions, finance, investment and corporate advisory services. Mr. Carter served as Vice Chairman and a principal of Carter & Associates, L.L.C., or Carter & Associates, one of the principals of our sponsor, from January 2000 to June 2016. Mr. Carter has served in such capacities since he merged his company, Newport Partners, LLC, or Newport Partners, to Carter & Associates in January 2000. Mr. Carter founded Newport Partners in November 1989 and grew the company into a full-service real estate firm with approximately 63 associates throughout Florida. Prior to November 1989, Mr. Carter worked for two years at Trammel Crow Company. In the early 1980s, he spent five years at Citicorp where he focused primarily on tax shelter, Industrial Revenue Bonds (IRBs) and other real estate financing transactions. He also was a founding board member of GulfShore Bank, a community bank located in Tampa, Florida, serving on the Board from August 2007 until April 2017. Mr. Carter is a licensed real estate broker, a member of the IPA Board and Executive Committee and is a member of NAREIT’s Public Non-Listed REIT Council Executive Committee. Mr. Carter obtained a Bachelor’s degree in Economics with a minor in Mathematics from St. Lawrence University in Canton, New York in 1982 and a Masters in Business Administration from Harvard University in Cambridge, Massachusetts in 1989. Mr. Carter was selected to serve as a director because he has significant real estate experience in various areas. He has expansive knowledge of the real estate industry and has relationships with chief executives and other senior management at numerous real estate companies. Mr. Carter brings a unique and valuable perspective to our board of directors.
Randall Greene has been an independent director since April 2014. Mr. Greene has also served as an independent director of Carter Validus Mission Critical REIT, Inc. since July 2010. He has over 40 years of experience in real estate management, mortgage banking, construction and property development. Mr. Greene served as Vice President of Charter Mortgage Co. and as President of its subsidiary, St. John’s Management Company, from 1975 to 1977, in which he managed more than 3,500 multifamily units and 300,000 square feet of commercial and retail space throughout Florida. He also was President and Chief Executive Officer of Coastland Corporation of Florida (formerly Nasdaq: CLFL), a community developer in Florida, from 1976 to 1986, in which he supervised the development of more than 2000 acres of residential and commercial properties, the construction of more than 500 homes and a number of commercial and retail developments. From 1986 to 1993, Mr. Greene was the President and a director of Beggins/Greene, Inc., which was the principal developer of Symphony Isles, a waterfront community in Apollo Beach, Florida. From 1992 to 1995, Mr. Greene was a consultant for Eastbrokers, A.B., in which he consulted on the acquisition of hotels and commercial properties throughout Eastern Europe.
Mr. Greene currently serves as the Managing Partner and a director for Greene Capital Partners, LLC, an investment and advisory firm, and has been in this position since 1999, as well as President and a Director of ITR Capital Management, LLC, an investment management firm, positions he has held since September 2009. Mr. Greene also served as the Chief Operating Officer of the Florida Department of Environmental Protection from September 2011 through March 2015. Mr. Greene has also been an executive coach for more than 50 Tampa-area CEOs through Vistage Florida since November 2004, and currently coaches 20 CEOs.
Mr. Greene was a member of the Florida Chapter of the Young Presidents’ Organization from 1980-1999 and served as Florida Chapter Chairman in 1995. He is a member of the World Presidents’ Organization, Tampa Young Presidents’ Organization Forum III, Association for Corporate Growth, Leadership Tampa Alumni, and the Financial Planning Association. Mr. Greene is also a Certified Financial Planner. He has been honored as an Outstanding Young Man of America, as an Alumnus of the Year by Phi Kappa Tau Fraternity and is a member of Florida Blue Key. Mr. Greene obtained a Bachelor’s degree, with distinction, from Eckerd College in St. Petersburg, Florida in 1986 and a Masters in Business Administration from The Wharton School, University of Pennsylvania in Philadelphia, Pennsylvania in 1988.
Mr. Greene was selected to serve as a director due to his knowledge of the real estate and mortgage banking industries and his previous service as the President and Chief Executive Officer of a public company that was a community developer. Mr. Greene’s experience assists the company in managing and operating as a public company in the real estate industry.
Jonathan Kuchin has been an independent director of Sila Realty Trust, Inc. since April 2014. Mr. Kuchin has also served as an independent director of Carter Validus Mission Critical REIT, Inc. since March 2011. Mr. Kuchin, a certified public accountant, has more than 29 years of experience in public accounting, focusing on public companies and their financial and tax issues, including accounting for income taxes, initial public offerings, public financings, mergers and acquisitions, executive compensation issues, (i.e., options, warrants, phantom stock, restricted stock), and implementation and compliance with the Sarbanes-Oxley Act of 2002, or SOX. On June 30,2002. Mr. Kuchin served as an independent director of Carter Validus Mission Critical REIT, Inc. from March 2011 to October 2019. From 1997 until his retirement in 2010, Mr. Kuchin retiredserved in various positions with PricewaterhouseCoopers, most recently as a tax partner, from PricewaterhouseCoopers, or PwC. At retirement, he was a real estate tax partner in the New York City office,2004 – 2010, where he focused on public and private REIT clients, and on SEC reporting aspects of public REITs, including accounting for income taxes and uncertainty of income taxes, as well as compliance with SOX. He served in that capacity from June 2006 until his retirement date. From September 2004 to June 2006, Mr. Kuchin was a tax service partner for large corporations at PwC in the New York City office, where he focused on PwC audit clients and their issues relating to accounting for income taxes, compliance with SOX, deferred tax studies, first SEC filings and conversion to GAAP. Prior to June 2006, Mr. Kuchin served as the tax partner in charge of the PwC Seattle office and focused his practice on large public companies and the issues related to SEC filings, accounting for income taxes, SOX, and all other tax issues for public companies. In addition to his client responsibilities in Seattle, he managed the tax practice of 85 tax professionals including


partners specializing in international tax, state and local tax, financial service tax and private companies.Sarbanes-Oxley Act. From October 1988 to July 1997, when he was admitted to the Coopers and Lybrand partnership, Mr. Kuchin held various positions with Coopers & Lybrand.Lybrand, culminating in partnership. Mr. Kuchin obtained a Bachelor’s degreebachelor’s in Business Economicsbusiness economics from the University of California, Santa Barbara in March of 1981.1981 and is licensed as a certified public accountant. Mr. Kuchin was selected to serve as an independent director because of his significant real estate industry experience and his expansive knowledge in the public accounting and tax.
Randall Greene has been an independent director of Sila Realty Trust, Inc. since April 2014. Mr. Greene has over 40 years of experience in real estate industries.management, mortgage banking, construction and property development and has been an executive coach for almost 20 years to a number of Tampa-area chief executive officers through Vistage Florida. Since 1999, Mr. Greene has served as the Managing Partner and a director of Greene Capital Partners, LLC, an investment and advisory firm, as well as President and a director of ITR Capital Management, LLC, an investment management firm, since 2009. Mr. Greene has served as a director of Carter Multifamily Growth & Income Fund since December 2017. Mr. Greene served as a director of Carter Validus Mission Critical REIT, Inc. from July 2010 to October 2019. Prior to that, Mr. Greene served as the Chief Operating Officer of the Florida Department of Environmental Protection from 2011 to 2015. Earlier in his career, Mr. Greene held various positions involving the acquisition, development and oversight of residential and commercial properties: (1) consultant with Eastbrokers, A.B. (1992 – 1995); (2) President and director of Beggins/Greene, Inc. (1986 – 1993); (3) President and Chief Executive Officer of Coastland Corporation of Florida (formerly Nasdaq: CLFL) (1976 – 1986); and Vice President of and Charter Mortgage Co. and President of its subsidiary, St. John’s Management Company (1975 –1977). Mr. Greene has been active in various private organizations, including the Florida Chapter of the Young Presidents’ Organization, World Presidents’ Organization, Tampa Young Presidents’ Organization Forum III, Association for Corporate Growth, Leadership Tampa, the Financial Planning Association, Phi Kappa Tau Fraternity, and Florida Blue Key. Mr. Greene obtained a bachelor of science with distinction from Eckerd College in 1986 and a master of business administration from The Wharton School, University of Pennsylvania in 1988. Mr. Greene is a certified financial planner. Mr. Greene was selected to serve as a director because of his extensive knowledge of the real estate and mortgage banking industries and his prior role as the president and chief executive officer of a public company community developer.
Adrienne Kirby became an independent director and member of the Audit Committee and the Nominating and Corporate Governance Committee of Sila Realty Trust, Inc. in April 2021. Since 2019, Ms. Kirby has served on the board of directors of three private companies, Trellis Rx, MedVet, and Greenway Health. Most recently, Ms. Kirby served in several capacities with Cooper University Health Care: Executive Chairman and Chief Executive Officer (2018 – 2019), President and Chief Executive Officer (2013 –2018), and Senior Vice President and Chief Operating Officer (2012 – 2013). In these roles, Ms. Kirby led the implementation of a strategic partnership and strategic plan resulting in key growth outcomes, the transformation from a safety net hospital to a regional academic tertiary care center with a new medical school and advanced programs in cancer, cardiac, trauma and surgical care, extensive facility acquisition, development and expansion initiatives, and other pivotal partnerships, initiatives and transformations, significantly improving the company’s financial performance and achieving unprecedented volume growth. From 2010 to 2012, Ms. Kirby worked for MedStar Health, a nine hospital healthcare system with operations in Washington, D.C. and throughout Maryland, as Senior Vice President, MedStar then President, Franklin Square Medical Center. Previously, Ms. Kirby worked for VIRTUA Health, the largest health system in
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southern New Jersey, performing in various roles from 1999 to 2010, culminating as Chief Operating Officer. Earlier in her career, Ms. Kirby held various positions with Christina Care, the University of Pennsylvania Medical Center, and Hahnemann University. Ms. Kirby earned a bachelor’s degree in nursing from Rutgers University and a master’s degree in nursing and a Ph.D. from the University of Pennsylvania. Ms. Kirby was selected to serve as an independent director because of her significant experience leading and operating healthcare systems.
Roger Pratthas been an independent director and member of the Audit Committee of Sila Realty Trust, Inc. since July 2018. Mr. Pratt currently serves as Senior Advisor to the Elite International Investment Fund (2016 – present). Mr. Pratt was the Managing Director for Prudential Real Estate Investors (PREI) from 1995 until his retirement in 2014. In this capacity, he served as a senior leader at PREI, which over the course of his 32-year career with PREI became a global real estate manager with over $50 billion in gross assets. Mr. Pratt held various roles with PREI and entities affiliated with Prudential: (1) member of the U.S., Latin American and Global Investment and Management Committees of PREI (1995 – 2013); (2) Co-Chief Risk & Investment Officer of PREI (2012 – 2014); (3) US Senior Portfolio Manager of PREI (1995 – 2011); (4) directing role for PREI’s US Single Client accounts (1997 – 2011); (5) directing role for PREI’s Senior Housing platform (2003 – 2010); (6) Co-founder and Senior Portfolio Manager of PRISA III (2003 – 2010); (7) Senior Portfolio Manager of PRISA II (1995 – 2011); and (8) Portfolio Manager of PREI (1992 – 1995). From 1982 to 1992, Mr. Pratt served in various capacities with the Prudential Realty Group (PRG) as an asset manager and later served as the head of PRG’s New Jersey regional office and co-head of PRG’s national development portfolio. On behalf of PRISA II, Mr. Pratt served on the board of trustees of Starwood Hotels and Resorts Worldwide, Inc. (1997 – 1999) (formerly NYSE: HOT). Previously, he served as a Community Development Planner for the State of North Carolina (1976 – 1980). Mr. Pratt serves on the Wood Center Real Estate Studies Advisory Board at the University of North Carolina, the Foundation Board of the Mason School of Business at the College of William and Mary, the Board of Directors of the Schumann Fund for New Jersey, and the Board of Directors of The George Washington University Museum and The Textile Museum in Washington, D.C. Mr. Pratt earned a master of regional planning in 1976 from the University of North Carolina, a master of business administration in 1982 as a Dean’s Scholar from the University of North Carolina, and a bachelor of arts degree from the College of William and Mary in 1974, graduating Phi Beta Kappa. Mr. Pratt was selected to serve as an independent director because of his significant real estate and capital markets experience.
Ronald Rayevich has been an independent director of Sila Realty Trust, Inc. since April 2014. He has more than 55 years of residential and commercial real estate and investment management experience. Mr. Rayevich has alsoformed Raymar Associates, Inc. in 1995, following an early retirement, and continues to provide consulting services to commercial real estate clients. Mr. Rayevich served as an independent director of Carter Validus Mission Critical REIT, Inc. since July 2010. He has been active in residential and commercial real estate and investment management since 1965. Following an early retirement in 1995,(July 2010 – October 2019). Previously, Mr. Rayevich formed Raymar Associates, Inc., and since that time, has been active as a real estate consultant. Recent clients include Carlyle Realty, L.P., a Washington, DC based real estate investment arm of the Carlyle Group from 1996 to 2011, where he served as an Independent Directorworked for special purpose real estate entities; and Advance Realty Group, a Bridgewater, New Jersey based real estate investment and development company, where he served as a director and advisor from 1995 through 2012 and has served as an advisor since 2015.
Mr. Rayevich spent the bulk of his career with Prudential Insurance Company (now Prudential Financial) from 1965 to 1979(1965 – 1979) and from 1985 to 1995,(1985 – 1994), last serving as President and Chief Operating Officer of The Prudential Realty Group with responsibility for the management of the insurance company’s then $6.5 billion commercial real estate portfolio. From 1982 to 1985,Group. Previously, Mr. Rayevich wasserved as the Managing Director, in the Investment Banking, Division of Prudential-Bache Securities and from 1979 to 1982, he(now Wells Fargo Advisors) (1982 – 1986). He served as Vice President for Investments at Columbia University with management responsibility for the university’s endowment.endowment (1979 –1982). Mr. Rayevich holdspreviously served as National President and a BachelorDirector Emeritus of Arts degreeNAIOP, the Commercial Real Estate Development Association. In these roles, he founded the NAIOP National Forums Program and founded and served as the Chairman and Governor of the NAIOP Research Foundation. He continues to serve as the Chair of the NAIOP Research Foundation’s Audit and Investment Committees. Mr. Rayevich has been a Full Member of the Urban Land Institute since 1991. From 2003 to 2015, he served as a member of The Citadel Trust, which manages the university’s endowment, and was elected its Chairman for a six year term. Mr. Rayevich obtained a bachelor of arts in history from The Citadel in 1964 and a Mastermaster of Business Administrationbusiness administration with a specialization in finance from Florida State University.University in 1971. Mr. Rayevich was selected to serve as an independent director due to his significant experience in the real estate and financial services industries. Mr. Rayevich’s experienceindustries and he brings valuable knowledge and insight into our acquisitionthe real estate investment process.
Michael A. Seton has served as a director of Sila Realty Trust, Inc. since July 2018, Chief Executive Officer since April 2018 and financingas President since March 2015. Mr. Seton has more than 25 years of our investments.real estate investment and finance experience. He has served in various roles with the Company and entities affiliated with the Company: (1) Chief Executive Officer of Carter Validus Mission Critical REIT, Inc. (April 2018 – October 2019) and President (March 2015 – October 2019); (2) President of Carter/Validus Advisors, LLC (April 2012 – October 2019), member of the Investment Committee (November 2010 – October 2019), Chief Executive Officer (April 2018 – October 2019), Co-Chief Executive Officer (August 2015 –April 2018), Chief Investment Officer and Executive Vice President (July 2011 – April 2012), Vice President (November 2010 – July 2011), Chief Financial Officer (March 2010 – November 2010); (3) Chief Executive Officer of Carter Validus Advisors II, LLC (April 2018 – September 2020), Co-Chief Executive Officer (August 2015 – April 2018), President (January 2013 – September 2020), and member of the Investment Committee (January 2013 – September 2020); (4) Co-founder and Chief Executive Officer of Carter Validus REIT Management Company II, LLC (June 2012 – September 2020), Co-Chief Executive Officer (July 2015 – April 2018), and President (January 2013 – September 2020); (5) Co-founder and Chief Executive Officer of Carter/Validus REIT Investment Management Company, LLC (August 2009 – October 2019), Co-Chief Executive Officer (July 2015 – April 2018), and President (December 2009 – October 2019); (6) Chief Executive Officer of CV REIT
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Management Company, LLC (March 2018 – September 2020) and Co-Chief Executive Officer (October 2015 – April 2018); (7) Chief Executive Officer of CV Data Center Growth & Income Fund Manager, LLC (May 2018 – December 2019); and (8) member of the Investment Committee of CV Data Center Growth & Income REIT Advisors, LLC (May 2018 – December 2019). Previously, Mr. Seton was a Managing Director and Division Head in the Originations Group at Eurohypo AG (including its predecessor organizations, now part of Commerzbank AG) from December 1996 until June 2009. In this role, Mr. Seton led a team of professionals in the origination, structuring, documentation, closing and syndication of real estate financings for private developers, traded and non-traded public real estate investment trusts, and real estate operating companies. Real estate finance transactions in which Mr. Seton was involved included both on and off-balance sheet executions, including senior debt and mezzanine financings. Mr. Seton obtained a Bachelor of Science in economics from Vanderbilt University in 1994.
Attendance at Board Meetings and the Annual Stockholder Meeting
The boardOur Board of directorsDirectors held seveneight meetings during the fiscal year ended December 31, 2017.2020. Each of our incumbent directors (excluding Ms. Kirby who was not a director in 2020) attended at least 75.0%100% of the aggregate total number of meetings of our boardBoard of directorsDirectors held during the period for which he served as a director and of the aggregate total number of meetings held by all committees of our boardBoard of directorsDirectors on which he served during the periods in which he served.
Although we do not have a formal policy regarding attendance by members of our boardBoard of directorsDirectors at our Annual Meeting, of Stockholders, we encourage all of our directors to attend. OneAll of our directors attended the 20172020 Annual Meeting of Stockholders.Stockholders, which was held virtually.
Director Independence
As required by our Charter,charter, a majority of the members of our boardBoard of directorsDirectors must qualify as “independent directors” as affirmatively determined by the boardBoard of directors.Directors. Our boardBoard of directorsDirectors consults with our legal counsel and counsel to the independent directors, as applicable, to ensure that the determinations of our boardBoard of directors’ determinationsDirectors are consistent with our charter and applicable securities and other laws and regulations regarding the definition of “independent director.”
Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, our senior management and our independent registered public accounting firm, the boardBoard of Directors has determined that Messrs. Kuchin, Greene, Pratt and Rayevich and Ms. Kirby, who comprise a majority of our board, qualify as independent directors. A copy of our independent director definition, which is contained in our charter and complies with the requirements of the North American Securities Administrators Association’s Statement of Policy Regarding Real Estate Investment Trusts, or the NASAA REIT Guidelines, is attached hereto as Appendix B.can be located on our website at www.silarealtytrust.com by clicking on "Investors," "About Us," and then on "Board of Directors." Although our shares are not listed for trading on any national securities exchange, our independent directors also meet the current independence and qualifications requirements of the New York Stock Exchange.
Committees of our Board of Directors
Audit Committee
The board of directors maintains one standing committee, the audit committee, to assist in fulfilling its responsibilities. The audit committeeAudit Committee is composed of Messrs. Kuchin, Greene and Rayevich and Ms. Kirby, all threefour of whom are independent directors. The audit committeeAudit Committee reports regularly to the full board and annually evaluates its performance. The audit committeeAudit Committee meets periodically during the year, usually in conjunction with regular meetings of the board.Board of Directors. The audit committee,Audit Committee, by approval of at least a majority of the members, selects the independent registered public accounting firm to audit our annual financial statements, reviews with the independent registered public accounting firm the plans and results of the audit engagement, approves the audit and non-audit services provided by the independent registered public accounting firm, reviews the independence of the independent registered public accounting firm, considers the range of audit and non-audit fees and reviews the adequacy of our internal accounting controls. Our boardBoard of directorsDirectors has adopted a charter for the audit committeeAudit Committee that sets forth its specific functions and responsibilities. The audit committeeAudit Committee charter can be located on our website at www.cvmissioncriticalreit2.comwww.silarealtytrust.com by clicking on “Corporate Governance,”"Investors," "About Us," "Governance Documents," and then on “Audit"Audit Committee Charter.”"
Although our shares are not listed for trading on any national securities exchange, all threefour members of the audit committeeAudit Committee meet the current independence and qualifications requirements of the New York Stock Exchange, as well as our charter and applicable rules and regulations of the SEC. While all threefour members of the audit committeeAudit Committee have significant financial and/or accounting experience, the boardBoard of directorsDirectors has determined that Mr. Kuchin satisfies the SEC’s requirements for an “audit committee“Audit Committee financial expert” and has designated Mr. Kuchin as our audit committeeAudit Committee financial expert. The audit committeeAudit Committee met sixfive times during 2017.2020.
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Special Committee
As discussed in more detail in our Current Reports on Forms 8-K filed with the SEC on September 30, 2020 (the “Closing”), we closed on a transaction that provides for the internalization of the external management functions previously performed for us by our former advisor and its affiliates (the “Internalization Transaction”). In connection with the Internalization Transaction, our Board of Directors formed a Special Committee comprised of Messrs. Kuchin, Greene, Pratt and Rayevich to, among other things, review, evaluate, negotiate and approve the Internalization Transaction. Mr. Kuchin served as the chairperson of the Special Committee. The members of our Special Committee met 36 times during 2020. Following the Closing of the Internalization Transaction, this Special Committee was disbanded.
Compensation Committee
Our board of directors believes that it is appropriate for our board not to have a standing compensation committee basedEffective upon the fact thatClosing of the Internalization Transaction, the Board of Directors approved and adopted a charter for the establishment of our Compensation Committee. The Compensation Committee has overall responsibility for approving and evaluating all compensation plans, policies, and our programs as they affect the executive officers, including our principal financial officer,reviewing the Company’s goals and non-independent directors do not receiveobjectives relevant to compensation, directly from us for services renderedreviewing and approving base salaries, incentive compensation and supplemental or special benefits, reviewing and approving employment agreements, making recommendations to us, and we do not intend to pay any compensation directly to our executive officers or non-independent directors.


Nominatingthe Board of Directors — Functionsregarding incentive compensation plans and equity-based plans, administering the Company’s incentive compensation plans and equity-based plans, reviewing disclosures in this proxy statement and compliance with SEC rules and regulations, monitoring and evaluating the Company’s exposure to risk in connection with compensation to NEOs, and performing any other functions deemed appropriate.
We believeWithout limiting the generality of this overall responsibility, the responsibilities of the Compensation Committee include: (a) reviewing and approving (or making recommendations to the Board of Directors regarding approval of) the Company’s corporate goals and objectives relevant to the compensation of the chief executive officer and evaluating the chief executive officer’s performance in light of such goals and objectives; (b) reviewing and approving (or making recommendations to the Board of Directors regarding approval of) base salary, incentive compensation and supplemental or special benefits, with respect to the executive officers other than the chief executive officer; (c) reviewing and approving (or making recommendations to the Board of Directors regarding approval of) executive officers’ employment agreements, severance agreements, and change of control agreements/provisions; (d) with respect to executive officers other than the chief executive officer, reviewing and recommending to the Board of Directors compensation, incentive compensation plans and equity based-plans; (e) administering the Company’s incentive compensation plans and equity-based plans as in effect and as adopted from time to time by the Board of Directors; (f) reviewing and approving new equity compensation plans or any material changes to an existing plan where stockholder approval has not been obtained; (g) reviewing and approving any stock option award or any other type of award as may be required for complying with any tax, securities, or other regulatory requirement; (h) ensuring appropriate overall corporate performance measures and goals are set and determining the extent that established goals have been achieved and any related compensation earned; (i) reviewing and discussing with the Company’s management the compensation-related disclosures required to be included in the Company’s annual proxy statement or annual report on Form 10-K to be filed with the SEC, and producing related reports on executive compensation to the extent required; (j) to the extent applicable, overseeing the Company’s policies regarding tax deductibility of executive compensation, provided that the Compensation Committee retains the flexibility to pay compensation that is not eligible for deduction under Section 162(m) as it deems appropriate; (k) overseeing the Company’s compliance with applicable SEC rules and regulations regarding stockholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes; (l) monitoring and evaluating the Company’s exposure to risk in connection with executive and director compensation; and (m) performing such other functions and having such other powers consistent with the Company’s charter and bylaws and governing law as the Compensation Committee or the Board of Directors may deem appropriate.
Mr. Seton, our boardchief executive officer, may participate in general meetings of directors is qualifiedthe Compensation Committee; however, he does not participate in any discussions determining his own compensation. Mr. Seton may, upon request from the Compensation Committee, provide the Compensation Committee with data pertinent to performhis and the functions typically delegatedother executive officers’ performance, particularly in regards to the individual objectives of each executive.
From time to time, the Compensation Committee may employ or pay a fee to a nominating committee,third party to assist the Compensation Committee in applying the Company’s compensation philosophy toward designing a compensation program for executive officers, analyzing current compensation conditions among the Company’s peers and thatassessing the formationcompetitiveness and appropriateness of a separate committee is not necessary at this time. Therefore, allcompensation levels for executive officers, recommending compensation programs it deems advisable, and making specific recommendations to the Compensation Committee. In 2020, the Compensation Committee engaged FPL Associates, L.P., or FPL. For further discussion regarding the scope of services provided by, and fees paid to, FPL, see below under “Role of the Compensation Consultant.”
The members of our boardCompensation Committee are Messrs. Greene, Pratt and Rayevich, all three of directors developwhom are independent directors. The Compensation Committee met three times during 2020. The Compensation Committee charter can
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be located on our website at www.silarealtytrust.com by clicking on "About Us", then on “Governance Documents,” and then on “Compensation Committee Charter.”
Nominating and Corporate Governance Committee
Effective upon the Closing of the Internalization Transaction, the Board of Directors approved the establishment of our NCG Committee. The NCG Committee develops the criteria necessary for prospective members of our boardBoard of directorsDirectors and participateparticipates in the consideration of director nominees. The primary functions of the members of our board of directorsNCG Committee relating to the consideration of director nominees are to conduct searches and interviews for prospective director candidates, if necessary, review background information for all candidates for the boardBoard of directors,Directors, including those recommended by stockholders, and formally propose the slate of director nominees for election by the stockholders at the annual meeting. It is the policy of the NCG Committee to consider any director candidates recommended by stockholders of the Company in the same manner in which it evaluates other potential nominees, so long as the information regarding director candidates recommended by stockholders is submitted to the committee in compliance with the Company’s charter and bylaws. See under “Certain Information About Our Board of Directors and Executive Officers – Board of Directors – Board Membership Criteria and Selection of Directors” for additional discussion regarding the NCG Committee’s processes for identifying and evaluating nominees for director. The NCG Committee charter can be located on our website at www.silarealtytrust.com by clicking on "About Us", then on “Governance Documents,” and then on “Nominating and Corporate Governance Committee Charter.”
The members of our NCG Committee are Messrs. Kuchin, Pratt and Seton and Ms. Kirby, three of whom are independent directors. The NCG Committee met two times during 2020.
Communication with Directors
We have established procedures for stockholders or other interested parties to communicate directly with our boardBoard of directors.Directors. Such parties can contact the boardBoard of directorsDirectors by mail at: Chairman of Carter Validus Mission Critical REIT II,Board of Sila Realty Trust, Inc. Audit Committee, c/o Corporate Secretary, 4890 W. Kennedy Blvd., Suite 650 Tampa, Florida 33609.
The chairman of the audit committeeour Board of Directors will receive all communications made by these means, and will distribute such communications to such member or members of our boardBoard of directorsDirectors as he deems appropriate, depending on the facts and circumstances outlined in the communication received. For example, if any questions regarding accounting, internal controls and auditing matters are received, they will be forwarded by the chairman of the audit committee to the members of the audit committeeAudit Committee for review.
Board Leadership Structure; Independent Lead DirectorStructure
The boardOur Board of directorsDirectors believes that independent oversight of management is an important component of an effective boardBoard of directors.Directors. Our boardBoard of directorsDirectors currently operates under a leadership structure with separate roles for our chairman of the boardBoard of directorsDirectors and our Chief Executive Officer. Our Board of Directors believes it is important to select the chairman of our Board of Directors and our Chief Executive Officer in the manner it considers to be in our best interests at any given point in time. The members of our Board of Directors possess considerable business experience and in-depth knowledge of the issues we face, and we believe are therefore in the best position to evaluate our needs and how best to organize our leadership structure to meet those needs. The Chairman and the Chief Executive Officer positions may be filled by one individual or by two different individuals.
Our Board of Directors currently operates under a leadership structure with separate roles for our chairman of the Board of Directors and our Chief Executive Officer. Mr. Carter,Kuchin, an independent director of our Board of Directors, was elected by our Board of Directors as chairman of the boardBoard of directors,Directors effective July 28, 2020. As chairman of our Board of Directors, Mr. Kuchin presides over meetings of the boardour Board of directors and is responsible for reviewing the agenda for the meetings of the board of directors and the annual meetings of stockholders,Directors, and Mr. Seton, as our Chief Executive Officer, is responsible for the general management of our business, financial affairs, day-to-day operations and day-to-day operations. The boardpresides over the annual meeting of directors has determined that the current structure is the most appropriate at the time, as we have no employees and are externally managed by our advisor, whereby all operations are conducted by our advisor or its affiliates.stockholders.
The boardOur Board of directorsDirectors also believes, for the reasons set forth below, that our existing corporate governance practices achieve independent oversight and management accountability, which is the goal that many companies seek to achieve by separating the roles of chairman of the board of directors and chief executive officer. Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, our executive officers and officers and key personnel of our advisor.officers. Some of the relevant processes and other corporate governance practices include:
•A majority of our directors, including the chairman of our Board of Directors, are independent directors. Each director is an equal participant in decisions made by the full boardBoard of directors. In addition, all matters that relate to our sponsor, our advisor or any of their affiliates must be approved by a majority of the independent directors.Directors. The audit committee is comprisedAudit Committee and Compensation Committee are composed entirely of independent directors.
•Each of our directors is elected annually by our stockholders.
Our advisor has a one-year contract, with an annual review by, and renewal subject to the approval, of our board of directors, including a majority
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The Role of the independent directors. The fees paid to our advisor must be deemed reasonable, as determined by our independent directors, on an annual basis.
The Board’s RoleBoard of Directors in Risk Oversight
The boardOur Board of directorsDirectors oversees our stockholders’ interest in the long-term health and the overall success of the Company and its financial strength.
The boardOur Board of directorsDirectors is actively involved in overseeing risk management for the Company. It does so, in part, through its oversight of our property acquisitions and assumptions of debt, as well as its oversight of the Company’s executive officers and our advisor. In particular, the board of directors may determine at any time to terminate our advisor, and must evaluate the performance of our advisor, and re-authorize the advisory agreement, on an annual basis.officers.
In addition, the audit committeeour Audit Committee is responsible for assisting the boardour Board of directorsDirectors in overseeing the Company’s management of risks related to financial reporting. The audit committeeOur Audit Committee has general responsibility for overseeing the accounting and financial processes of the Company, including oversight of the integrity of the Company’s financial statements,


the Company’s compliance with legal and regulatory requirements and the adequacy of the Company’s internal control over financial reporting. The audit committeeOur Audit Committee reviews any potential material issues that are raised related to the Company’s financial statements or accounting policies. Additionally, in connection with the annual audit of the Company’s financial statements, the audit committeeour Audit Committee conducts a detailed review with the Company’s independent auditors of the accounting policies used by the Company and its financial statement presentation.
Code of Business Conduct and Ethics
Our boardBoard of directorsDirectors has adopted a Code of Business Conduct and Ethics that is applicable to all members of our boardBoard of directors,Directors, our officers and employees, and the employees of our advisor.employees. The policy may be located on our website at www.cvmissioncriticalreit2.comwww.silarealtytrust.com by clicking on “Corporate Governance,“Investors,” “About Us,” “Governance Documents,” and then on “Code of Business Conduct and Ethics.” If, in the future, we amend, modify or waive a provision in the Code of Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website as necessary.
Compensation of Directors
Amended and Restated Incentive Plan
On March 6, 2020, our Board of Directors who are alsoapproved the Amended and Restated 2014 Restricted Share Plan, or the A&R Incentive Plan, pursuant to which we have the authority and power to grant awards of restricted shares of our Class A common stock to our directors, officers orand employees, employees of our former advisor and its affiliates, employees of entities that provide services to us, directors of our former advisor or theirof entities that provide services to us, certain of our consultants and certain consultants to our former advisor and its affiliates (Messrs. Carteror to entities that provide services to us. Our Board of Directors has authorized a total of 5,000,000 shares of Class A common stock for issuance under the A&R Incentive Plan on a fully diluted basis at any time.
Our Board of Directors has determined to revise the amounts of restricted Class A common stock our independent directors are entitled to receive each year as provided below.
On July 1, 2020 , we granted each independent director $60,000 in restricted shares of Class A common stock at the most recently determined estimated net asset value per share. Restricted stock issued to our independent directors will vest in equal installments over a three-year period following the first anniversary of the date of grant.
In connection with the Internalization Transaction, in consultation with FPL, a compensation consultant engaged in connection with the Internalization Transaction, our Special Committee recommended that our Board of Directors approve, and Winslow) dothe Board of Directors approved, an annual grant to each independent director of $70,000 in restricted shares of Class A common stock at the most recently determined estimated net asset value per share. Restricted stock issued to our independent directors will vest over a one-year period. On October 1, 2020, the Company granted each independent director $7,500in restricted shares of Class A common stock, which will vest over a one-year period. The fair value of each share of restricted common stock was estimated at the date of grant at $8.65 per share.
Additionally, on October 1, 2020, in connection with the Internalization Transaction, Mr. Seton and Ms. Neely received a grant of 231,214 and 115,607 time-based restricted shares of Class A common stock, respectively, at a grant date fair value of $2,000,000 and $1,000,000, respectively, which, subject to the Executive’s continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
Further, on October 1, 2020, in connection with the Internalization Transaction, the Company granted one-time awards of approximately 206,936 restricted shares of Class A common stock to certain employees at the date of grant fair value per share of $8.65. The granted shares will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a
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“qualified event” defined above. The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
Director Compensation
Our director compensation policy, which became effective at the Closing of the Internalization Transaction and is described further below, applies to all directors who are not employees of the Company. Mr. Seton, as an employee of the Company, does not receive any special or additional remunerationcompensation for his service on the boardBoard of Directors. All other directors receive cash compensation and equity compensation which is in the form of restricted shares of Class A common stock of the Company. The Company does not have a minimum stock ownership requirement for directors.
Revised Independent Director Cash Compensation
On March 6, 2020, our Board of Directors approved the following annual compensation amounts for our independent directors, effective as of November 7, 2019: (i) a cash retainer of $90,000 per year (the chairperson of the Audit Committee receives an additional $15,000 per year) plus (ii) $2,500 for each regularly scheduled quarterly Audit Committee and Board of Directors meeting the director attends in person.
On March 19, 2020, due to the current coronavirus (COVID-19) pandemic, our Board of Directors revised the meeting fees to be paid to each independent director to include regularly scheduled quarterly meetings that are required to be held telephonically. Therefore, each independent director will receive $2,500 for each regularly scheduled quarterly Audit Committee and Board of Directors meeting the director attends (whether the meeting is in person or anytelephonic).
In connection with the Internalization Transaction, in consultation with FPL, our Special Committee recommended to our Board of its committees. Directors that it approve the following annual compensation amounts for our independent directors, effective as of the Closing of the Internalization Transaction, which were approved by our Board of Directors effective as of the Closing of the Internalization Transaction:
•Each non-employee directorof our independent directors receives compensation for service on the board of directors and any of its committees as provided below:
an annual base retainer of $40,000 (the annual retainer increased to $40,000 from $30,000, effective January 1, 2017);$90,000;
•The chairman of the Audit Committee receives an additional annual retainercash amount of $7,500 to the$15,000;
•The chairman of our Board of Directors receives an additional annual cash amount of $50,000;
•The chairman of the audit committee;Compensation Committee receives an additional annual cash amount of $10,000; and
$2,000 for each board meeting attended in person;
$2,000 for each committee meeting attended in person ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee);
$500 per board or committee meeting attended by telephone conference; and
in the event that there is a meeting of the board of directors and one or more committees on a single day, the fees paid to each director will be limited to $2,500 per day ($3,000 per day for the•The chairman of the audit committee, if there isNominating and Corporate Governance Committee receives an additional annual cash amount of $10,000.
Effective as of the Closing of the Internalization Transaction, our Board of Directors approved the following meeting fees:
•Each of the members of the Audit Committee receives $2,500 for each regularly scheduled Audit Committee meeting (whether in-person or telephonic);
•Each of the members of the Nominating and Corporate Governance Committee receives $1,500 for each regularly scheduled meeting (whether in person or telephonic); and
•Each of the members of the Compensation Committee receives $1,500 for each regularly scheduled meeting (whether in person or telephonic).
Equity Awards
Each of our independent directors receives an annual grant of $70,000 in restricted shares of Class A common stock at the most recently determined estimated net asset value per share, issued as awards pursuant to the Company’s A&R Incentive Plan. The restricted stock issued to our independent directors vest over a meeting of that committee).one-year period.
AllReimbursements and Other Fees
We reimburse our directors receive reimbursement offor reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the boardBoard of directors.Directors and its committees in accordance with our expense reimbursement policies.
Further, we have authorized and reserved 300,000 shares of our Class A common stock for issuance under the Carter Validus Mission Critical REIT II, Inc. 2014 Restricted Share Plan, or the Incentive Plan, and we granted 3,000 shares of Class A common stock to each of our independent directors at the time we satisfied the minimum offering requirement in our offering in connection with each director's initial election or appointment to the board of directors. The Incentive Plan provides for annual grants of 3,000 shares of Class A common stock to each of our independent directors in connection with such independent director’s subsequent re-election to our board of directors, provided, such independent director is an independent director of our company during such annual period. Restricted stock issued to our independent directors will vest over a four-year period following the first anniversary of the date of grant in increments of 25% per annum.
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Director Compensation Table
The following table sets forth certain information with respect to our director compensation during the fiscal year ended December 31, 2017:2020:
NameFees
Earned
or Paid in
Cash		Stock
Awards		Option
Awards		Non-Equity
Incentive Plan
Compensation		Change in
Pension Value
and
Nonqualified
Deferred
Compensations
Earnings		All Other
Compensation		Total
Jonathan Kuchin (1)
$136,244 $88,390 $— $— $— $23,691 (2)$248,325 
Randall Greene (1)
$112,744 $88,390 $— $— $— $21,374 (3)$222,508 
Roger Pratt (1)
$97,769 $88,390 $— $— $— $6,893 (4)$193,052 
Ronald Rayevich (1)
$110,244 $88,390 $— $— $— $18,263 (5)$216,897 
Michael A. Seton (6)
$— $— $— $— $— $— $— 
John E. Carter (7)
$— $— $— $— $— $— $— 
Name 
Fees
Earned
or Paid in
Cash
 
Stock
Awards
 
Option
Awards
 
Non-Equity
Incentive Plan
Compensation
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensations
Earnings
 
All Other
Compensation
 Total
John E. Carter $—
 $—
 $—
 $—
 $—
 $—
 $—
Robert M. Winslow $—
 $—
 $—
 $—
 $—
 $—
 $—
Jonathan Kuchin (1)
 $61,500
 $27,210
 $—
 $—
 $—
 $8,140
(4) 
$96,850
Randall Greene (2)
 $52,000
 $27,210
 $—
 $—
 $—
 $4,406
(5) 
$83,616
Ronald Rayevich (3)
 $52,000
 $27,210
 $—
 $—
 $—
 $5,076
(6) 
$84,286
(1)On August 18, 2017, Jonathan Kuchin was awarded 3,000 restricted shares of Class A common stock in connection with his re-election to the board of directors. The grant date fair value of the stock was $9.07 per share for an aggregate amount of $27,210.
(1)On March 10, 2020, July 1, 2020 and October 1, 2020, the independent director was awarded 2,415, 6,936 and 867 restricted shares of Class A common stock, respectively, in connection with his re-election to the Board of Directors. The grant date fair value of the stock was $8.65 per share for an aggregate amount of $88,390. As of December 31, 2017, all of the 3,000 shares of common stock remain unvested.
(2)On August 18, 2017, Randall Greene was awarded 3,000 restricted shares of Class A common stock in connection with his re-election to the board of directors. The grant date fair value of the stock was $9.07 per share for an aggregate amount of $27,210. As of December 31, 2017, all of the 3,000 shares of common stock remain unvested.
(3)On August 18, 2017, Ronald Rayevich was awarded 3,000 restricted shares of Class A common stock in connection with his re-election to the board of directors. The grant date fair value of the stock was $9.07 per share for an aggregate amount of $27,210. As of December 31, 2017, all of the 3,000 shares of common stock remain unvested.
(4)Of this amount, $4,405 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors and $3,735 represents reimbursement of travel expenses incurred by directors to attend various director meetings.
(5)The entire amount reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors.
(6)Of this amount, $4,327 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors and $749 represents reimbursement of travel expenses incurred by directors to attend various director meetings.
Compensation Committee Interlocks and Insider Participation
We do not have a standing compensation committee and do not separately compensate our executive officers. Therefore, none of our executive officers participated in any deliberations regarding executive compensation. There are no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.
During the fiscal year ended December 31, 2017, Robert M. Winslow,2020, all of the 10,218 shares of Class A common stock remain unvested.
(2)Of this amount, $21,902 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent director and $1,789 represents reimbursement of travel expenses incurred by directors to attend various director meetings.
(3)Of this amount, $21,374 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent director.
(4)Of this amount, $6,128 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent director and $765 represents reimbursement of travel expenses incurred by directors to attend various director meetings.
(5)Of this amount, $18,133 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent director and $130 represents reimbursement of travel expenses incurred by directors to attend various director meetings.
(6)For compensation information regarding Michael A. Seton, see "Compensation and Other Information Concerning Executive Officers - Summary Compensation Table".
(7)On July 28, 2020, in connection with the Internalization Transaction, John E. Carter Michael A. Seton, Todd M. Sakow and Lisa A. Drummond also servedresigned as officers, directors and/or key personnelthe chairman of our advisor, our property manager, and/or other affiliated entities. As such, they did not receive any separate compensation from us for services as our directors and/or executive officers. For information regarding transactions with such related parties, see the section entitled “Transactions with Related Persons, Promoters and Certain Control Person.”


Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a)Board of Directors, effective immediately. On September 30, 2020, pursuant to a closing condition of the Securities Exchange ActInternalization Transaction, John E. Carter resigned as a member of 1934, as amended (the “Exchange Act”), requires each director, officer and individual beneficially owning more than 10%our Board of a registered securityDirectors.
Executive Officers of the Company to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of common stock of the Company. Based solely on a review of the copies of such forms furnished to us during and with respect to the fiscal year ended December 31, 2017, or written representations that no additional forms were required, to the best of our knowledge, all of the filings by the Company’s directors and executive officers were made on a timely basis.


Executive Officers
The following individuals currently serve as our executive officers:
NameAgePositions
Michael A. Seton48Chief Executive Officer and President
Kay C. Neely45Chief Financial Officer and Treasurer and Secretary
Jon C. Sajeski39Chief Investment Officer, Healthcare
Jason C. Reed51Chief Investment Officer, Data Centers
Jamie A. Yoakum49Chief Accounting Officer
For biographical information regarding Michael A. Seton, see “Certain Information About Management-Board of Directors-Director Nominees”.
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Kay C. Neely, age 45, has served as our Chief ExecutiveFinancial Officer and Treasurer of Sila Realty Trust, Inc. since AprilSeptember 2018, as Secretary of Sila Realty Trust, Inc. since June 2019, and as our President since March 2015. He also has served as the Chief Executive Officer of Carter Validus Mission Critical REIT, Inc. since April 2018 and as the President of Carter Validus Mission Critical REIT, Inc. since March 2015. He also serves as Chief Executive Officer of Carter Validus Advisors II, LLC, served as Co-Chief Executive Officer from August 2015 to April 2018, and has served as the President and a member of the InvestmentManagement Committee of Carter Validus Advisors II, LLCSila Realty Trust, Inc. since January 2013. Mr. Seton serves as the Chief Executive Officer of our sponsor, Carter Validus REIT Management Company II, LLC, and served as Co-Chief Executive Officer from July 2015 to April 2018 and as President since January 2013. Mr. Seton also serves as the Chief Executive Officer of Carter/Validus Advisors, LLC, served as the Co-Chief Executive Officer from August 2015 to April 2018, andSeptember 2020. Ms. Neely has served as the President of Carter/Validus Advisors, LLC since December 2009. He serves as Chief Executive Officer of Carter/Validus REIT Investment Management Company, LLC, served as Co-Chief Executive Officer from July 2015 to April 2018 and served as President of Carter/Validus REIT Investment Management Company, LLC since December 2009. Mr. Seton serves as the Chief Executive Officer of CV REIT Management Company, LLC and served as Co-Chief Executive Officer from October 2015 to April 2018. Mr. Seton serves as the Chief Executive Officer of CV Data Center Growth & Income Fund Manager, LLC. He also serves as Chief Executive Officer and a member of the Investment Committee of CV Data Center Growth & Income REIT Advisors, LLC. Mr. Seton also serves as Chairman of CV Data Center Real Estate Management Services, LLC. Mr. Seton has more thanapproximately 20 years of real estate investmentaccounting and financeoperations experience. From December 1996 until June 2009, Mr. Seton worked for Eurohypo AG (including its predecessor organizations) in New York, New York. At Eurohypo AG, Mr. Seton was a Managing Director and Division Head in the Originations Group, leading a team of 12 professionals in the origination, structuring, documenting, closing and syndication of real estate financings for private developers and owners, REITs, and real estate operating companies. Real estate finance transactions in which Mr. Seton was involved included both on and off-balance sheet executions, including senior debt and mezzanine financings. Mr. Seton has been directly involved in over $35 billion in acquisitions and financings during his real estate career. Mr. Seton obtained a Bachelor of Science in Economics from Vanderbilt University in Nashville, Tennessee in 1994.
Todd M. Sakow, age 46,Since 2016, she has served asin various roles with the Chief Financial OfficerCompany and Treasurer andentities affiliated with the Company: (1) Chief Financial Officer and Treasurer of Carter Validus Advisors II, LLC since January 2013. Mr. Sakow has also served as(September 2018 – September 2020) and Secretary (June 2019 – September 2020); (2) Chief Financial Officer, Treasurer and Secretary of our sponsor, Carter Validus REIT Management Company II, LLC since January 2013. He has also served as Chief Financial Officer(June 2019 – September 2020); (3) Executive Vice President of Finance and TreasurerAccounting of Carter Validus Mission CriticalCV Data Center Growth & Income REIT Inc. and of Carter/Validus Advisors, LLC since August 2010. Mr. Sakow has served as Chief Financial Officer of Carter/Validus REIT Investment Management Company, LLC since August 2010. Mr. Sakow has also served as Chief Financial Officer of CV REIT Management Company, LLC since October 2015. Mr. Sakow serves as the(November 2018 – December 2019); (4) President of CV Data Center Growth & Income Fund Manager, LLC. He also servesLLC (June 2019 – December 2019); (5) Chief Executive Officer of CV Data Center Real Estate Management Services, LLC (June 2019 – December 2019); (6) Senior Vice President of Accounting of Carter/Validus Advisors, LLC (January 2016 – June 2019); (7) Chief Financial Officer, Treasurer and Secretary of Carter Validus Mission Critical REIT, Inc. (June 2019 – October 2019); (8) Chief Financial Officer and Secretary of Carter/Validus Advisors, LLC (June 2019 – October 2019); (9) Chief Financial Officer, Treasurer and Secretary of Carter/Validus REIT Investment Management Company, LLC (June 2019 – October 2019); and (10) Senior Vice President of Accounting of Carter Validus Advisors II, LLC (January 2016 – September 2018). Ms. Neely served in various capacities at KPMG LLP (1999 – 2016), most recently as PresidentAssociate Director of Audit Resource Management, where she managed the daily operations and financial planning for audit practices in 10 offices located in the Southeast and Puerto Rico, which consisted of over 400 audit partners, managers and staff. Earlier Ms. Neely held various positions, including in her capacity as an audit senior manager, handling the planning, organization, staffing and administration of audit engagements for public and private entities primarily in the real estate sector, including real estate investment trusts and investment funds. Ms. Neely graduated in the top 10% of her class at Emory University, Goizueta Business School in 1998 with a bachelor of business administration with concentrations in accounting and finance and is a licensed certified public accountant.
Jon C. Sajeski has served as the Chief Investment Officer, Healthcare and a member of the Management Committee of Sila Realty Trust, Inc. since September 2020. He is responsible for managing the Company’s healthcare platform, while continuing to enhance its national footprint. Mr. Sajeski has almost 20 years of experience in numerous facets of healthcare real estate including acquisitions, asset management, development, financing, leasing and property management. Mr. Sajeski has served in various roles with the Company and entities affiliated with the Company: (1) Chief Investment Officer, Healthcare of Carter Validus Advisors II, LLC (June 2019 – September 2020), member of the Investment Committee (April 2020 – September 2020), Chief Acquisition Officer and Senior Vice President, Healthcare Investment Management (September 2018 – June 2019), and Vice President, Healthcare Acquisitions (February 2016 – September 2018); and (2) Chief Acquisitions Officer and Senior Vice President, Healthcare Investment Management of Carter/Validus Advisors, LLC (September 2018 – June 2019) and Vice President, Healthcare Acquisitions (February 2016 – September 2018). He began his career at Rendina Healthcare Real Estate in February 2004, where he worked in numerous departments and gained extensive knowledge and experience in healthcare and healthcare-related real estate. Mr. Sajeski served as Vice President of Acquisitions and Leasing of Rendina Healthcare Real Estate (March 2015 – February 2016), as Vice President of Business Development and Leasing (April 2014 – March 2015), and as Vice President of the affiliated property management company (March 2013 – April 2014). Mr. Sajeski received a bachelor of science in real estate and finance from Florida State University in 2003.
Jason C. Reed has served as the Chief Investment Officer, Data Centers and a member of the Management Committee of Sila Realty Trust, Inc. since September 2020. In these roles, Mr. Reed is responsible for the management of the Company’s nationwide data center portfolio. Mr. Reed has more than 20 years of real estate experience in complex global real estate transactions, law and management. Since February 2018, Mr. Reed has served in various roles with the Company and entities affiliated with the Company: (1) Chief Investment Officer, Data Centers of Carter Validus Advisors II, LLC (June 2019 – September 2020), member of the Investment Committee (April 2020 – September 2020), Senior Vice President, Data Center Investment Management (November 2018 – June 2019), and Chief Acquisition Officer (February 2018 – November 2018); (2) Senior Vice President, Data Center Investment Management of Carter/Validus Advisors, LLC (November 2018 – October 2019), and Chief Acquisition Officer (February 2018 – November 2018); and (3) Chief Investment Officer of CV Data Center Growth & Income REIT Advisors, LLC (November 2018 – December 2019) and also servesChief Acquisition Officer (April 2018 – November 2018). Previously, from June 2017 to February 2018, Mr. Reed served as a principal of Longview Real Estate Advisors, LLC, where he was responsible for the firm's acquisitions, leasing and management strategy. From January 2016 to September 2017, Mr. Reed served as the Chief Executive OfficerSenior Vice President, Global Real Estate at Equinix, Inc., where he was responsible for overseeing investments across 22 countries and 44 metropolitan areas. From March 2003 to January 2016, Mr. Reed served in various roles at Level 3 Communications (currently known as Lumen Technologies), most recently as Vice President, Global Real Estate and Facilities, where he was responsible for the strategic planning, investment and management of the CV Data Center Real Estatefirm’s real estate across North America, EMEA, and Latin America. Mr. Reed received a bachelor of science in business administration in June 1992 and a juris doctor and master of laws in taxation from the University of Denver in May 1996.
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Jamie A. Yoakum has served as Chief Accounting Officer and a member of the Management Services, LLC.Committee of Sila Realty Trust, Inc. since September 2020. Mr. SakowYoakum has more than 1420 years of real estate and tax experience in the REIT industry and is a Certified Public Accountant. From January 2002 until July 2010, Mr. Sakow worked for American Land Lease, Inc. (formerly NYSE: ANL). From January 2006 through July 2010, he served as its Vice President of Finance, from April 2003 through January 2010, he served as Tax Director and from January 2002 through January 2006, he served as Assistant Corporate Controller. Mr. Sakow’s responsibilities included SEC reporting, REIT tax compliance, and treasury management functions. Prior to joining American Land Lease, Inc., Mr. Sakow was a senior auditor at Ernst & Young, LLP from June 1999 through January 2002. Mr. Sakow received a B.S. in Accounting and a Masters in Accounting from the University of Florida, in 1997 and 1999, respectively. Mr. Sakow has been a board member of the Friends of Joshua House since 2014.
Lisa A. Drummond, age 54,accounting experience. He has served as ourin various roles with the Company and entities affiliated with the Company since 2011: (1) Chief OperatingAccounting Officer and Secretary as well as Chief Operating Officer and Secretary of Carter Validus Advisors II, LLC since January 2013. She has also served as Secretary(September 2018 – September 2020) and a member of the Investment Committee (April 2020 – September 2020); (2) Senior Vice President of Accounting of Carter Validus Mission Critical REIT, Inc. and Chief Operating Officer and SecretaryAdvisors II, LLC (August 2015 – September 2018); (3) Senior Vice President of Accounting of Carter/Validus Advisors, LLC since December 2009. She has also served as(August 2015 – October 2019) and Vice President and Corporate Controller (September 2011 – August 2015); (4) Chief OperatingFinancial Officer and Secretary of Carter/Validus REIT Investment Management Company, LLC since August 2009, Chief Operating Officer and Secretary of Carter Validus REIT Management Company II, LLC since January, 2013 and Chief Operating Officer and Secretary of CV REIT Management Company, LLC since October, 2015. Ms. Drummond also serves as Chief Operating Officer and Secretary of Carter MultifamilyData Center Growth & Income Fund Manager, LLC (April 2018 – December 2019); and Carter Multifamily(5) Chief Financial Officer of CV Data Center Growth & Income REIT, LLC (April 2018 – December 2019). Previously, Mr. Yoakum was the Chief Financial Officer and Controller at RMC Property Group from October 2007 through June 2011, where he was responsible for overseeing accounting and financial operations. Mr. Yoakum served as Vice President of Finance/Administration and Controller at Euro American Advisors, Inc. from April 2006 through September 2007, where he was responsible for all accounting functions, financial analysis, fiscal reporting and its real estate investments. Prior to that, Mr. Yoakum held various controller, financial analyst and accounting roles with Fifth Third Bank, CASTO, and Deloitte & Touche (now Deloitte). Mr. Yoakum graduated summa cum laude from Franklin University in Columbus, Ohio, in 1999 with a bachelor of science in finance and in 2000 with a bachelor of science in accounting and is licensed as a certified public accountant.
COMPENSATION AND OTHER INFORMATION CONCERNING EXECUTIVE OFFICERS
Compensation Discussion and Analysis
This Compensation Discussion and Analysis outlines the principles underlying our executive compensation policies and decisions as it relates to the Company’s named executive officers (“NEOs”). Our NEOs for 2020 were:
•Michael A. Seton — Chief Executive Officer and President
•Kay C. Neely — Chief Financial Officer and Treasurer and Secretary
•Jon C. Sajeski — Chief Investment Officer, Healthcare
•Jason C. Reed — Chief Investment Officer, Data Centers
•Jamie A. Yoakum — Chief Accounting Officer
On July 28, 2020, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sila Realty Operating Partnership, LP, Carter Validus Advisors II, LLC since February, 2018(the “Former Advisor”), various affiliates of the Former Advisor and Carter Multifamily FundSila Realty Management Company, LLC, since October, 2017. Ms. Drummond has more thanto effectively provide for the internalization of the Company’s external management functions (the “Internalization Transaction”). Upon completion of the Internalization Transaction on September 30, years2020 (the “Closing”), 76 individuals became employees of real estate experience involving real estate accounting, assetthe Company, including the NEOs. Until September 30, 2020, our executive officers were officers of an affiliate of the Former Advisor and were compensated by such entities for its services to us and our Compensation Committee did not make any decisions regarding their compensation prior to this date; therefore, this Compensation Discussion and Analysis and the accompanying tables do not include any discussion of compensation prior to September 30, 2020.
Our Executive Compensation Philosophy and Objectives
Our executive compensation program includes three primary components: base salary, annual cash bonus, and long-term incentive awards, including time based stock awards and performance based stock awards. The Company’s executive compensation philosophy focuses on attracting, motivating and retaining a superior management propertyteam that can maximize stockholder value. The compensation arrangements are designed to reward our NEOs for performance, measured by financial and other metrics that the Company believes will enhance stockholder value, and to pay our NEOs at levels that the Compensation Committee believes to be competitive with other enterprise’s of similar sizes and in similar industries. The compensation arrangements consist of both base salary and incentive compensation, payable partly in cash and partly in equity, subject to time-based and performance-based vesting conditions. This program is intended to incentivize our NEOs to manage the Company in a prudent manner without encouraging unnecessary risk-taking, as well as to align executive compensation with the interests of the Company’s stockholders over multi-year performance and vesting periods that encourage the retention of key talent. The Compensation Committee believes the best way to maintain the alliance of management and financial analysis. Ms. Drummond joined Carter & Associates in January 2000 asstockholder objectives is to have a Vice President in its Transaction Services Group, as partsignificant component of executive compensation tied to achievement of goals based on key performance metrics. The performance goals are set at competitive levels which are intended to be challenging but are believed to be achievable. The Compensation Committee reviews the components of our executive compensation program annually to ensure that they continue to meet the evolving needs of the mergerCompany.
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Roles and Responsibilities
Role of Newport Partners LLCthe Board of Directors and Carter & Associates. In such capacity, Ms. Drummond’s responsibilityCompensation Committee
The Board of Directors established the Compensation Committee in September 2020 in connection with the Closing of the Internalization Transaction and focus was on all aspectsour concurrent transition to self-management. At that time, certain employees of asset management, financial analysis, and acquisition and financing, including overseeing the due diligence work and support for acquisition and disposition transactions. From December 2003 to December 2010, Ms. Drummond was activelyour Former Advisor, who had been involved in the acquisitionmanagement of our day-to-day operations, including all of our NEOs, became employees of the Company and financing process of over $3.5 billion in real estate transactions.the advisory agreement with the Former Advisor was terminated. Prior to that time, we had no employees and depended on the merger with Carter & Associates, Ms. Drummond


was with Newport Partners LLC since July 1996, serving asFormer Advisor and its Controller. Prioraffiliates to joining Newport Partners LLC in July 1996, Ms. Drummond worked with JPI Multifamily for two yearsmanage our affairs on a day-to-day basis and Anterra Realty Corporation for five years, both of which are located in Dallas, Texas. Ms. Drummond obtained a Bachelor’s degree in Accountancy from the University of Missouri in Columbia, Missouri in 1985.
Our executive officers have stated that there are no arrangements or understandings of any kind between them and any other person relating to their appointments as executive officers.
Compensation of Executive Officers
We have no employees. Our executive officers do not receive compensation directly from us forperform essential services, rendered to us, and we dodid not intend to pay anydetermine the compensation directlypayable to our executive officers.NEOs by the Former Advisor or its affiliates. As a result, we dodid not have, and our boardthe Board of directors hasDirectors had not considered, a compensation policy or program for our NEOs. Prior to the Closing, a Special Committee composed of independent directors approved the Employment Agreements and was thereafter effectively replaced and superseded in all respects by the Compensation Committee upon its establishment effective as of the Closing.
Our Compensation Committee is comprised of three independent directors: Messrs. Greene (Chairman), Pratt and Rayevich. In general, the Compensation Committee’s overall responsibilities include: (a) assisting the Board of Directors in discharging its responsibilities relating to compensation of the Company’s directors, chief executive officers.officer and other executive officers; and (b) producing an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations. The Compensation Committee has overall responsibility for approving and evaluating all compensation plans, policies, and programs of the Company as they affect the executive officers and shall undertake those specific duties and responsibilities provided in the Compensation Committee charter and such other duties as the Board of Directors may from time to time prescribe. These and other responsibilities of the Compensation Committee are set forth in its charter. See “Certain information about our Board of Directors and Executive Officers — Compensation Committee.”
Under the terms of the employment agreements with each of Michael A. Seton and Kay C. Neely (the “Employment Agreements”, as further described below under “—Employment Agreements”) and the offers of employment provided to each of Jon C. Sajeski, Jason C. Reed, and Jamie A. Yoakum (together with Employment Agreements, the “Employment Arrangements”), determinations regarding annual compensation (i.e. review of annual base salary, establishment of performance goals and determination of achievement of performance goals) may be made by either the Board of Directors or the Compensation Committee. Since the Closing of the Internalization Transaction and during the term of the Employment Arrangements, the Compensation Committee has generally made all such determinations, and the Company expects the Compensation Committee will continue to play this role with respect to future determinations. Therefore, references to decisions to be made regarding annual compensation that may be made by the Compensation Committee or the Board of Directors under the Employment Arrangements are generally attributed to the Compensation Committee alone in this “—Compensation Discussion and Analysis” section.
Role of the Chief Executive Officer
Mr. Seton, in his capacity as our chief executive officer, is consulted by the Compensation Committee with respect to the performance goals utilized in determining the annual cash bonus and the annual long term incentive awards for the executive officers other than himself. The Compensation Committee retains the authority to set all of such performance goals. Mr. Seton, who is also a member of the Board of Directors, may also participate in compensation-related decisions in that capacity. To the extent that any discussions are held regarding Mr. Seton’s own compensation, Mr. Seton generally will recuse himself from any such discussion and not participate in any resulting decisions. Our executive officers, including Mr. Seton, have historically developed proposals and provided information and analysis to the Compensation Committee as part of the process whereby the Compensation Committee establishes and makes decisions with respect to achievement of the performance goals utilized in determining the annual cash bonuses and the long-term incentive awards.
Role of Compensation Consultant
FPL Associates, L.P., or FPL, is our compensation consultant and was initially engaged by the Special Committee as a compensation consultant to provide analysis and make recommendations to our independent directors and assist and advise them in connection with (a) structuring and negotiating the Employment Agreements that became effective in connection with the Internalization Transaction, and the analysis and recommendations provided served as the basis for the terms of the Employment Arrangements that became effective following the Closing, and (b) reviewing its independent director compensation program.
Subsequent to the Closing, the Compensation Committee has continued to engage FPL as a compensation consultant. FPL has continued to assist and advise the Compensation Committee in connection with executive compensation-related matters, including the Compensation Committee’s establishment of the performance goals utilized in determining the annual cash bonuses and the annual long term incentive awards, the Compensation Committee’s establishment of goals related to the
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granting, earning and vesting of time based awards, and the Compensation Committee’s decisions with respect to achievement of performance goals under performance based awards. In addition, FPL has continued to assist and advise the Compensation Committee in connection with director compensation-related matters, including annual retainer fees and additional leadership and committee fees.
In 2020, the Compensation Committee directed FPL to, among other things: (a) assist the Compensation Committee in applying our board of directors believes that it is appropriatecompensation philosophy toward designing a compensation program for our board not to have a standing compensation committee based upon the fact that our executive officers, including the determination of the portion of total compensation awarded in the form of salary, annual cash incentive and equity-based compensation, as well as selecting the appropriate performance metrics and levels of performance (e.g., threshold, target, maximum); (b) analyze current compensation conditions among the Company’s peers, and assess the competitiveness and appropriateness of compensation levels for our principalexecutive officers and directors; (c) recommend to the Compensation Committee advisable compensation programs for our executive officers and directors; and (d) make specific recommendations to the Compensation Committee for base salary, annual cash bonus and incentive awards for our executive officers and annual retainer fees and additional leadership and committee fees for our directors.
A representative from FPL attends certain meetings of the Compensation Committee and communicates directly with the Compensation Committee chair or its members outside of meetings. We paid FPL approximately $105,000 in 2020 for their services as a compensation consultant.
In addition, in 2020, the Company engaged Ferguson Partners, an executive search firm and an affiliate of FPL, to assist in the search for a new director. Ferguson Partners was paid approximately $72,300 in 2020 for its services. The decision to engage Ferguson Partners for director search services was made by the NCG Committee. While the Compensation Committee does not pre-approve these non-executive compensation services, it does consider all factors relevant to FPL’s independence from management. The Compensation Committee believes that the services provided by Ferguson Partners did not impact the advice and services that FPL provided to the Compensation Committee on executive compensation matters and has determined that FPL has no conflict of interest and is independent.
Peer Group
During 2020, both the Special Committee and the Compensation Committee relied on peer group analysis prepared by FPL to evaluate executive officer pay, including base salary, and incentive award practices, including with respect to annual cash bonuses and long term incentive and equity-based awards.
The peer group recommended by FPL and approved by the Special Committee and Compensation Committee was comprised of the following companies in comparable industries (including non-traded REITs and publicly-traded REITs) and with an enterprise value similar to the Company:
•    Broadstone Net Lease, Inc.
•    Essential Properties Realty Trust, Inc.
•    InvenTrust Properties Corp.
•    CareTrust REIT, Inc.
•    Four Corners Property Trust, Inc.
•    LTC Properties, Inc.
•    Community Healthcare Trust Incorporated
•    Griffin Capital Essential Asset REIT
•    Phillips Edison & Company, Inc.
•    Easterly Government Properties, Inc.
•    Healthcare Realty Trust Incorporated
•    Physicians Realty Trust
•    Seritage Growth Properties
Based on this analysis, FPL recommended and the Compensation Committee determined that, as a general practice, 50% of the annual long term inventive award should vest based on time only and that vesting should be over a four-year period and 50% should vest based on performance over time compared to goals established by the Compensation Committee, subject to threshold, target and a maximum levels of achievement, and that vesting should be at the end of a three period.
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Advisory Vote on Executive Compensation and Frequency of the Stockholder Vote on Executive Compensation
Because we did not have employees prior to the closing of the Internalization Transaction, this is the first year in which we will hold a non-binding stockholder advisory vote on compensation of our NEOs and a non-binding stockholder advisory vote on the frequency of such votes.
Elements of Named Executive Officer Compensation
The three primary components of our NEO compensation program are: base salary, annual cash bonus, and long-term incentive awards, including time based stock and performance based stock.
The objective of the base salary component of our NEO compensation program is to pay fixed cash compensation set at a level reflective of each NEO’s performance, market conditions, and competitive rates. The objective of the annual cash bonus component of the NEO compensation program is to pay performance-based cash incentives that reward achievement of annual performance goals. The objective of the annual long term incentive award is to award equity incentives that align NEO compensation with the interests of the Company’s stockholders over multi-year performance and vesting periods that encourage the retention of key talent, and to reward achievement of performance goals. The performance goals that relate to the vesting and earning of the Performance-Based DSUs, however, relate to a multi-year performance period commencing at the beginning of the year following the year to which the applicable annual long term incentive award relates, and thus relate not only to past performance but also to future performance.
Base Salary
Each NEO is entitled to receive a base salary (“Base Salary”) pursuant to the Employment Arrangements, subject to annual review by the Compensation Committee.
Following are the annual base salaries for the NEOs: Michael A. Seton - $800,000, Kay C. Neely - $450,000, Jon C. Sajeski - $325,000, Jason C. Reed - $325,000 and Jamie A. Yoakum - $285,000.
Annual Bonus
Each NEO is eligible to receive an annual bonus (the “Annual Bonus”). Pursuant to the Employment Arrangements, bonuses are payable in cash, and will typically be pursuant to the criteria and goals reasonably established and administered by the Board of Directors or the Compensation Committee, with (a) a target Annual Bonus opportunity as a percentage of Base Salary for Michael A. Seton and Kay C. Neely, and (b) a fixed target Annual Bonus opportunity for Jon C. Sajeski, Jason C. Reed and Jamie A. Yoakum (each, a “Target Annual Bonus”). The Annual Bonus payable to each NEO will be determined based on the Compensation Committee’s determination of achievement of annual performance goals for a year and payable as soon as practicable after year-end for such year (but no later than March 15th). To be entitled to receive any Annual Bonus, except as otherwise provided in the Employment Arrangements, NEOs must remain employed through the last day of the calendar year to which the Annual Bonus relates.
Following are the Target Annual Bonus opportunities as a percentage of a NEO’s Base Salary going forward: Michael A. Seton – 135% and Kay C. Neely – 100%. Following are the fixed Target Annual Bonus opportunities for the other NEOs going forward: Jon C. Sajeski - $300,000, Jason C. Reed - $300,000 and Jamie A. Yoakum - $175,000.
Notwithstanding the above, due to the Closing of the Internalization Transaction near the end of the fiscal year, each NEO received an Annual Bonus for 2020 that was a fixed amount (rather than an amount based on criteria and goals established and administered by the Board of Directors or Compensation Committee) and was prorated to reflect the period of employment from the Closing through December 31, 2020. These amounts were as follows: Michael A. Seton – $270,000, Kay C. Neely – $112,500, Jon C. Sajeski - $75,000, Jason C. Reed - $75,000 and Jamie A. Yoakum - $43,750. Further, Jon C. Sajeski, Jason C. Reed and Jamie A. Yoakum received additional bonus payments related to the period they were employed by the Former Advisor, which were partially reimbursed by the Former Advisor at the closing of the Internalization Transaction. These amounts were as follows: Jon C. Sajeski - $152,500, Jason C. Reed - $35,700 and Jamie A. Yoakum - $25,106.
Long Term Incentive Awards
Each NEO will also be eligible to receive long term incentive awards in the form of equity under any applicable plan or program adopted by the Company during the term of his or her employment. Each NEO’s entitlement to long term incentive awards will be at the discretion of the Board of Directors or the Compensation Committee. Long term incentive awards may consist of restricted stock awards of Class A common stock of the Company that vest on a fixed date or ratably over time, subject to continued employment through the vesting date (“Time-Based RCS”) and/or deferred stock awards of common stock that may be earned and vest based on Company performance over a period of time to be determined by the Board of Directors or the Compensation Committee, subject to continued employment through the applicable vesting date (“Performance-Based
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DSUs”). Time-Based RCS and Performance-Based DSUs are granted under, and will be subject to, the terms of the Company’s Amended and Restated 2014 Restricted Share Plan (the “A&R Incentive Plan”), and an award agreement.
Performance-Based DSUs awarded to our NEOs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions, attainment of specified performance metrics, and/or other restrictions, as set forth in the A&R Incentive Plan. The Board of Directors or the Compensation Committee will approve the performance goals applicable to earning and vesting of the Performance-Based DSUs from time to time. The number of Performance-Based DSUs that may ultimately become earned and vested will be tied to the performance goals, performance period and weightings (i.e., threshold, target and maximum) determined by the Board of Directors or the Compensation Committee. The Board or the Compensation Committee will, in its sole discretion, make determinations necessary to calculate the achievement level of these performance goals and the number of Performance-Based DSUs that will actually be earned and vest at the end of the determined performance periods.
Due to the Internalization Transaction, for the year ended December 31, 2020, the NEOs received a one-time award of Time-Based RCS (the “Internalization Award”) after the Closing pursuant to each of their Employment Arrangements. Subject to each NEO’s continuous employment through the vesting date, the Internalization Award will vest on December 31, 2024.
In the first quarter of 2021, the NEOs received, subject to each NEO’s continued employment through the vesting dates, long term incentive awards (the “2021 Awards”). 50% of the 2021 Awards consist of Time-Based RCS that vest ratably over a four year period ending on December 31, 2024, subject to continued employment through the vesting date, and the remaining 50% of the 2021 Awards consist of Performance-Based DSUs that may be earned and become vested based on Company performance over a three-year performance period ending on December 31, 2023, and subject to continued employment through the applicable vesting date. The combined value of the Common Stock underlying the 2021 Awards on the grant date is a fixed value provided in the Employment Arrangements, with the value being split between the Time-Based RCS and the Performance-Based DSUs.
Following are the fixed grant date fair values of the 2021 Awards for the NEOs: Michael A. Seton - $1,800,000, Kay C. Neely - $700,000, Jon C. Sajeski - $225,000, Jason C. Reed - $225,000 and Jamie A. Yoakum - $150,000.
Employment Agreements
As described more fully under “– Employment Agreements” below, on July 28, 2020, in connection with the execution of the Purchase Agreement relating to the Internalization Transaction, Mr. Seton and Ms. Neely entered into the Employment Agreements with Sila Realty Management Company, LLC, a subsidiary indirectly owned by the Company, setting forth the terms upon which they will serve as Chief Executive Officer and Chief Financial Officer, respectively. The Employment Agreements became effective as of the closing of the Internalization Transaction and will continue in effect through December 31, 2025, unless terminated sooner pursuant to the Employment Agreements.
The Employment Agreements set forth the framework and certain parameters of Mr. Seton’s and Ms. Neely’s regular and incentive compensation from the Company. The terms of the applicable base salary, annual cash bonus amounts and long term incentive awards were intended to promote retention and be competitive with our peers. We believe the customary protections in the Employment Agreements, such as certain payments upon termination (as described more fully below), promote our ability to attract and retain management and provide our NEOs with day-to-day employment stability and enable them to properly focus their attention on their duties and responsibilities with the Company, thereby promoting productivity.
Seton Employment Agreement
Pursuant to the terms of Mr. Seton’s Employment Agreement, Mr. Seton is entitled to certain payments and benefits if: (a) his employment is terminated by (i) the Company without “cause” or (ii) with “good reason”; and (b) he executes a release of claims. If such termination occurs within twelve months after a change in control, Mr. Seton is entitled to, among other things, a lump sum cash payment equal to a multiple of two and one half of the sum of his then-current base salary and target annual bonus.
Neely Employment Agreement
Pursuant to the terms of Ms. Neely’s Employment Agreement, Ms. Neely is entitled to certain payments and benefits if: (a) her employment is terminated by (i) the Company without “cause” or (ii) with “good reason”; and (b) she executes a release of claims. If such termination occurs within twelve months after a change in control, Ms. Neely is entitled to, among other things, a lump sum cash payment equal to a multiple of two of the sum of her then-current base salary and target annual bonus.
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Severance Plan
The Company has a severance plan, or the Severance Plan, to provide Jon C. Sajeski, Jason C. Reed and Jamie A. Yoakum with the opportunity to receive severance protections in connection with a termination of employment. The Severance Plan is primarily intended to help retain these NEOs, to provide appropriate protection that facilitates acting in the interest of the Company’s stockholders in the event of a possible or actual change in control of the Company, to align the Company’s severance arrangements with current market practice and to provide economic security to our NEOs in the event of certain terminations of employment. If a participant’s employment with the Company terminates for any reason, the Company shall provide (or cause to be provided to) the participant his accrued benefits, which consist of any of the following: (a) accrued but unpaid base salary and/or accrued but unused vacation and/or paid time off; (b) vested employee benefits to which the participant is entitled as of the termination; and (c) any reimbursement for necessary, customary or usual business expenses and fees incurred by the participant in accordance with the applicable expense reimbursement policy. If a participant incurs a qualifying termination, the Company shall provide (or cause to be provided to) the participant any earned but unpaid annual bonus relating to the calendar year prior to the year of such termination (provided that, except as otherwise provided in the Employment Arrangements, such participant must remain employed through the last day of the calendar year to which the Annual Bonus relates), a lump sum payment calculated in accordance with the Severance Plan and full and immediate vesting of equity-based incentive awards.
Retirement Savings Opportunities
All full-time employees, including our NEOs, are able to participate in our 401(k) retirement savings plan, or the 401(k) Plan. We provide the 401(k) Plan to allow our employees to save a portion of their cash compensation for retirement in a tax-efficient manner. Under the 401(k) Plan, employees are eligible to defer a portion of their base salary, and we currently make a matching contribution of up to 6% of each participant’s annual base salary, determined by the individual’s contribution and as restricted by the statutory limit.
Health and Welfare Benefits
We provide to all full-time employees, including our NEOs, a competitive benefits package, which includes medical, dental, short- and long-term disability insurance, and life insurance plans.
Other Benefits
In 2020, we also reimbursed Michael A. Seton and Kay C. Neely for certain health insurance premiums (such reimbursement will not occur in 2021 and is not expected to occur in future years).
Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, or the Code, generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation in excess of $1 million in any taxable year paid to any “covered employee”. As originally enacted, IRC Section 162(m) defined a "covered employee" as the chief executive officer and the next four highest compensated officers whose compensation was required to be reported to stockholders under the Exchange Act. In December 2020, the IRS issued final regulations that expanded the definition of "covered employee" to include anyone serving as the chief executive officer or chief financial officer and non-independent directorsthe three highest compensated executive officers on the SEC compensation disclosure table, beyond the individuals serving in those roles at the end of the year. Once an individual is identified as a covered employee, the individual is forever going forward as a covered employee, even in years when the individual would not otherwise meet the definition, and even after termination or death. The Tax Cuts and Jobs Act of 2017 eliminated the exception for performance-based compensation, therefore, performance-based bonuses or equity awards must be considered as “compensation” for purposes of determining any deduction disallowance under IRC Section 162(m). In addition, amounts paid for services to covered employees outside of their capacity as executive officers, including services in a non-employee capacity such as fees for post-employment service on the corporation’s Board of Directors, would be included in the limitation computation.
We do not receive compensation directly from us for services renderedanticipate that these changes to us, andSection 162(m) will have a material impact on the Company, although we do not intendanticipate our taxable income will increase on an annual basis as a result of the application of Section 162(m). To maintain our status as a real estate investment trust, we are required to pay any compensation directlydistribute at least 90% of our taxable income to our stockholders in the form of dividends. The increase in taxable income resulting from the change in Section 162(m) has been, and will continue to be, taken into account as our Board of Directors determines the amount of dividends to be paid to our stockholders in tax years that are affected by the change. Although the Compensation Committee intends to consider the impact of Section 162(m) in structuring compensation programs, it expects its primary focus to continue to be on creating programs that address the needs
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and objectives of the Company regardless of the impact of Section 162(m). As a result, the Compensation Committee may make awards and structure programs that are non-deductible under Section 162(m).
Summary Compensation Table
The table below summarizes the compensation of our NEOs for the fiscal year ended December 31, 2020.
 YearSalary
Bonus ($)(1)
Stock
Awards ($) (2)
Non-Equity
Incentive Plan
Compensation
All Other
Compensation ($)(3)
Total
Compensation ($)(4)
Michael A. Seton
Chief Executive Officer
2020$200,000 $270,000 $2,000,000 $— $47,209 (5)$2,517,209 
Kay C. Neely
Chief Financial Officer
2020$112,500 $112,500 $1,000,000 $— $32,837 (6)$1,257,837 
Jon C. Sajeski
Chief Investment Officer, Healthcare
2020$81,250 $227,500 (7)$500,000 $— $24,286 (8)$833,036 
Jason C. Reed
Chief Investment Officer, Data Centers
2020$81,250 $110,700 (9)$500,000 $— $24,286 (10)$716,236 
Jamie A. Yoakum
Chief Accounting Officer
2020$71,250 $68,856 (11)$300,000 $— $20,511 (12)$460,617 
(1)Represents Annual Bonus with respect to the applicable year. See “Elements of Named Executive Officer Compensation – Annual Bonus” for further discussion.
(2)Represents long term incentive awards in the form of Time-Based RCS. The amounts in this column represent the aggregate grant date fair value in accordance with FASB ASC 718. The assumptions used in determining the grant date fair value are set forth in Note 18 to the Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2020.
(3)Includes dividends on unvested restricted stock, Company 401(k) matching contributions, as well as reimbursement of healthcare insurance premiums for Mr. Seton and Ms. Neely.
(4)The dollar value in this column for each named executive officer represents the sum of all compensation reflected in the previous columns.
(5)Represents $17,100 in Company 401(k) match, $1,365 in health insurance and $28,744 in dividends on unvested restricted Class A common stock.
(6)Represents $17,100 in Company 401(k) match, $1,365 in health insurance and $14,372 in dividends on unvested restricted Class A common stock.
(7)Includes both an Annual Bonus of $75,000 to Mr. Sajeski with respect to 2020 and additional bonuses of $152,500, which were partially reimbursed by our Former Advisor.
(8)Represents $17,100 in Company 401(k) match and $7,186 in dividends on unvested restricted Class A common stock.
(9)Includes both an Annual Bonus of $75,000 to Mr. Reed with respect to 2020 and an additional bonus of $35,700, which was partially reimbursed by our Former Advisor.
(10)Represents $17,100 in Company 401(k) match and $7,186 in dividends on unvested restricted Class A common stock.
(11)Includes both an Annual Bonus of $43,750 to Mr. Yoakum with respect to 2020 and an additional bonus of $25,106, which was partially reimbursed by our Former Advisor.
(12)Represents $16,199 in Company 401(k) match and $4,312 in dividends on unvested restricted Class A common stock.
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Grants of Plan-Based Awards
The table below sets forth information with respect to plan-based awards in 2020 to our NEOs:
NameGrant Date
Estimated Future Payments
Under Non-Equity Incentive Plan Awards
Estimated Future Payments
Under Equity Incentive Plan
Awards
All Other
Stock
Awards:(1)
All Other
Option
Awards:		Exercise
or Base
Price of
Option
Awards
($/Share)
Grant
Date Fair
Value of
Awards(2)
($)
Threshold
($)		Target
($)		Maximum
($)		Threshold
($)		Target
($)		Maximum
($)		Number
of Shares
of Stock
(#)		Number of
Securities
Underlying
Options
(#)
Michael A. SetonOctober 1, 2020——————231,214——$2,000,000 
Kay C. NeelyOctober 1, 2020——————115,607——$1,000,000 
Jon C. SajeskiOctober 1, 2020——————57,803——$500,000 
Jason C. ReedOctober 1, 2020——————57,803——$500,000 
Jamie A. YoakumOctober 1, 2020——————34,682——$300,000 
(1)Consists of time-based restricted common stock, which, subject to the NEOs continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024 (or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
(2)The amounts shown in this column represent the grant date fair value for time-based restricted common stock awards granted to our NEOs during the covered year calculated in accordance with ASC 718. The fair market value is determined based on the closing stock price of the Company’s Class A common stock at the date of grant. The assumptions used in determining the grant date fair value are set forth in Note 18 to the Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2020.

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Outstanding Equity Awards at Fiscal Year-End
The table below sets forth information with respect to outstanding equity awards held by our NEOs as of December 31, 2020:
Stock Awards
Name
Number of Shares or
Units of Stock That
Have Not Vested
(#)(1)
Market Value of
Shares or Units of
Stock That Have Not
Vested
($)(2)
Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested		Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
Michael A. Seton (3)
231,214$2,009,250 — $— 
Kay C. Neely (4)
115,607$1,004,625 — $— 
Jon C. Sajeski (5)
57,803$502,308 — $— 
Jason C. Reed (6)
57,803$502,308 — $— 
Jamie A. Yoakum (7)
34,682$301,387 — $— 
(1)Awards granted in the form of Time-Based RCS vesting on December 31, 2024.
(2)There is no public market for our shares. The market value of shares of stock that have not yet vested as reported in the table above is calculated as the net asset value of $8.69 per share of our common stock at the end of the last completed fiscal year (calculated as of December 31, 2020) multiplied by the number of shares of stock.
(3)Consists of 231,214 Time-Based RCS of Class A common stock, issued on October 1, 2020 that had not vested as of December 31, 2020, with a grant date fair value of $2,000,000, which, subject to the NEOs continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The award was granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
(4)Consists of 115,607 Time-Based RCS of Class A common stock, issued on October 1, 2020 that had not vested as of December 31, 2020, with a grant date fair value of $1,000,000, which, subject to the NEOs continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The award was granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
(5)Consists of 57,803 Time-Based RCS of Class A common stock, issued on October 1, 2020 that had not vested as of December 31, 2020, with a grant date fair value of $500,000, which, subject to the NEOs continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024 or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The award was granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
(6)Consists of 57,803 Time-Based RCS of Class A common stock, issued on October 1, 2020 that had not vested as of December 31, 2020, with a grant date fair value of $500,000, which, subject to the NEOs continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024 or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The award was granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
(7)Consists of 34,682 Time-Based RCS of Class A common stock, issued on October 1, 2020 that had not vested as of December 31, 2020, with a grant date fair value of $300,000, which, subject to the NEOs continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024 or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The award was granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
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Potential Payments Upon Termination or Change in Control
The table below reflects the amount of compensation that our NEOs would be entitled to receive under the Employment Arrangements and/or Severance Plan, assuming that such termination was effective as of December 31, 2020. The following amounts are only estimates of the amounts that would be paid out to such NEOs upon termination of their employment. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company. The event of a termination by the Company for Cause, or by the executive without Good Reason (each as defined in the Employment Agreements and discussed below), including in connection with a change in control, such executive would not be entitled to any of the amounts reflected in the table and would only be entitled to the standard termination benefits provided under their Employment Agreement or Severance Plan, as applicable. See “—Employment Agreements” and “—Severance Plan” for further details.
 Termination Without
Cause, Voluntary
Termination for Good
Reason or Termination
Following Non-Renewal by the Company
(No Change in Control)		Termination Without
Cause, Voluntary
Termination for Good
Reason or Termination
Following Non-Renewal by the Company
(Change in Control)		DeathDisability
Michael A. Seton    
Cash Severance Payment$4,840,000$5,780,000$1,080,000$1,480,000
Medical/Welfare Benefits$12,265$12,265$12,265$12,265
Equity-Award Acceleration(1)
$2,009,250$2,009,250$2,009,250$2,009,250
Total$6,861,515$7,801,515$3,101,515$3,501,515
Kay C. Neely
Cash Severance Payment$1,800,000$2,250,000$450,000$675,000
Medical/Welfare Benefits$13,842$13,842$13,842$13,842
Equity-Award Acceleration(1)
$1,004,625$1,004,625$1,004,625$1,004,625
Total$2,818,467$3,268,467$1,468,467$1,693,467
Jon C. Sajeski
Cash Severance Payment$1,237,500$1,550,000$300,000$462,500
Medical/Welfare Benefits$20,503$20,503$20,503$20,503
Equity-Award Acceleration(1)
$502,308$502,308$502,308$502,308
Total$1,760,311$2,072,811$822,811$985,311
Jason C. Reed
Cash Severance Payment$1,237,500$1,550,000$300,000$462,500
Medical/Welfare Benefits$13,842$13,842$13,842$13,842
Equity-Award Acceleration(1)
$502,308$502,308$502,308$502,308
Total$1,753,650$2,066,150$816,150$978,650
Jamie A. Yoakum
Cash Severance Payment$865,000$1,095,000$175,000$317,500
Medical/Welfare Benefits$—$—$—$—
Equity-Award Acceleration(1)
$301,387$301,387$301,387$301,387
Total$1,166,387$1,396,387$476,387$618,887
(1)Represents all unvested, time-based restricted shares of Class A common stock outstanding as of December 31, 2020.

26

Employment Agreements
On July 28, 2020, in connection with the execution of the purchase agreement relating to the Internalization Transaction, Mr. Seton and Ms. Neely entered into the Employment Agreements setting forth the terms upon which they will serve as Chief Executive Officer and Chief Financial Officer, respectively. The Employment Agreements became effective on September 30, 2020 and will continue in effect through December 31, 2025, unless terminated sooner pursuant to the Employment Agreements.
Seton Employment Agreement
Pursuant to the terms of Mr. Seton’s Employment Agreement, Mr. Seton is entitled to, among other things:
•an annual base salary of not less than $800,000;
•an annual cash bonus with a target amount of at least 135% of his annual base salary, based on criteria and goals established by our Board of Directors or one of its committees, or the Seton Target Annual Bonus; provided, however, that Mr. Seton’s annual bonus for calendar year 2020 was a fixed amount equal to the Seton Target Annual Bonus (rather than being based on criteria and goals established and administered by our Board of Directors or a committee thereof) and was prorated to reflect the period of employment from the Closing of the Internalization Transaction through December 31, 2020;
•in the first quarter of calendar year 2021, an award of time-based restricted stock, or the Seton Time-Based 2021 Award, and an award of performance-based restricted stock units, or the Seton Performance-Based 2021 Award, was granted under the A&R Incentive Plan and award agreements, which are collectively referred to as the Seton 2021 Awards. The combined value of our shares of common stock underlying the Seton 2021 Awards on the grant date are $1,800,000, with 50% of the grant date value of the Seton 2021 Awards consisting of the Seton Performance-Based 2021 Award and 50% consisting of the Seton Time-Based 2021 Award. The performance objectives and other terms and conditions of the Seton Performance-Based 2021 Award were determined by our Board of Directors, and the Seton Time-Based 2021 Award vest ratably over four years following the grant date, subject to Mr. Seton’s continued employment during the applicable vesting dates, with certain exceptions;
•as soon as practicable (but in no event more than 10 days) after the Closing of the Internalization Transaction, a grant of time-based restricted stock with a grant date fair value of $2,000,000, which, subject to the Mr. Seton’s continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “Qualified Event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). Such award was granted under and subject to the terms of the A&R Incentive Plan and an award agreement;
•participate in all employee benefit programs made available to our employees generally from time to time and to receive certain other perquisites; and
•payments and benefits upon termination of employment without “cause” or by Mr. Seton with “good reason” and with an execution of a release of claims as follows: (1) a lump sum cash payment equal to a multiple of two (if the termination does not occur within 12 months after a change in control) or two and one half (if the termination occurs within 12 months after a change in control) of the sum of his then-current base salary and the Seton Target Annual Bonus; (2) a pro-rated annual bonus for the year of termination; (3) vesting of all outstanding equity-based awards that are subject solely to time-based vesting conditions; and (4) if Mr. Seton elects continuation of coverage under our group health plan, continuation of subsidized health care coverage on the same terms as in effect at the time of termination for 18 months or, if earlier, until Mr. Seton becomes eligible for health care coverage from another employer or eligibility for continuation of coverage under any group health plan ends.
Mr. Seton’s Employment Agreement provides that for the 24-month period following a termination of employment for any reason, Mr. Seton will not solicit our employees or exclusive consultants or independent contractors and will not solicit our customers or, in the case of a termination of employment where severance is provided pursuant to the terms of the Employment Agreement, compete with us. The Employment Agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Mr. Seton on the one hand and the Company on the other hand to disparage the other.
Neely Employment Agreement
Pursuant to the terms of Ms. Neely’s Employment Agreement, Ms. Neely is entitled to, among other things:
•an annual base salary of not less than $450,000;
•an annual cash bonus with a target amount of at least 100% of her annual base salary, based on criteria and goals established by our Board of Directors or one of its committees, or the Neely Target Annual Bonus; provided, however,
27

that Ms. Neely’s annual bonus for calendar year 2020 was a fixed amount equal to the Neely Target Annual Bonus (rather than being based on criteria and goals established and administered by our Board of Directors or one if its committees) and was prorated to reflect the period of employment from the Closing of the Internalization Transaction through December 31, 2020;
•in the first quarter of calendar year 2021, an award of time-based restricted stock, or the Neely Time-Based 2021 Award, and an award of performance-based restricted stock units, or the Neely Performance-Based 2021 Award was granted under the A&R Incentive Plan and award agreements, which are collectively referred to as the Neely 2021 Awards. The combined value of our shares of common stock underlying the Neely 2021 Awards on the grant date was $700,000, with 50% of the grant date value of the Neely 2021 Awards consisting of the Neely Performance-Based 2021 Award and 50% consisting of the Neely Time-Based 2021 Award. The performance objectives and other terms and conditions of the Neely Performance-Based 2021 Award were determined by our Board of Directors, and the Neely Time-Based 2021 Award vest ratably over four years following the grant date, subject to Ms. Neely’s continued employment during the applicable vesting dates, with certain exceptions.
•as soon as practicable (but in no event more than 10 days) after the Closing of the Internalization Transaction, a grant of time-based restricted stock with a grant date fair value of $1,000,000, which, subject to the Ms. Neely’s continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “Qualified Event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). Such award was granted under and subject to the terms of the A&R Incentive Plan and an award agreement;
•participate in all employee benefit programs made available to our employees generally from time to time and to receive certain other perquisites;
•payments and benefits upon termination of employment without “cause” or by Ms. Neely with “good reason” and with an execution of a release of claims as follows: (1) a lump sum cash payment equal to a multiple of one and one half (if the termination does not occur within 12 months after a change in control) or two (if the termination occurs within 12 months after a change in control) of the sum of her then-current base salary and the Neely Target Annual Bonus; (2) a pro-rated annual bonus for the year of termination; (3) vesting of all outstanding equity-based awards that are subject solely to time-based vesting conditions; and (4) if Ms. Neely elects continuation of coverage under our group health plan, continuation of subsidized health care coverage on the same terms as in effect at the time of termination for 18 months or, if earlier, until Ms. Neely becomes eligible for health care coverage from another employer or eligibility for continuation of coverage under any group health plan ends.
Ms. Neely’s Employment Agreement provides that for the 12-month period following a termination of employment for any reason, Ms. Neely will not solicit our employees or exclusive consultants or independent contractors and will not solicit our customers or, in the case of a termination of employment where severance is provided pursuant to the terms of the Employment Agreement, compete with us. The Employment Agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of Ms. Neely on the one hand and the Company on the other hand to disparage the other.
Offers of Employment
In connection with the execution of the purchase agreement relating to the Internalization Transaction, each of Mr. Sajeski, Mr. Reed and Mr. Yoakum were offered at-will employment with the Company, effective on September 30, 2020. The offers included the terms and conditions governing their employment, including base salary, annual cash bonus amounts and long term incentive awards, all of which are intended to promote retention and be competitive with our peers, as well as benefits applicable to all employees of the Company.
Risk Considerations in our Compensation Program
The Compensation Committee has assessed our compensation program for the purpose of reviewing and considering any risks presented by our compensation policies and practices that are likely to have a material adverse effect on us. Following the assessment, the Compensation Committee determined that our compensation policies and practices did not create risks that were reasonably likely to have a material adverse effect on the Company.
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Compensation Committee Interlocks and Insider Participation
No executive officer of the Company has served as a director or member of the Compensation Committee (or other committee serving an equivalent function, or in the absence of any such committee, the entire Board of Directors) of any other entity that has one of its executive officers serving or non-independent directors. Accordingly, we have not includedhaving served as a member of our Board of Directors or Compensation Committee.
Compensation Committee Report or a
The Compensation Committee of Sila Realty Trust, Inc. has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement.Proxy Statement. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Our executive officers are also officers of our advisor, and its affiliates, including Carter Validus Real Estate Management Services II, LLC, our property manager, and are compensated by these entities, in part, for their services to us. We pay fees to such entities under our advisory agreement and our property management and leasing agreement. We also reimburse our advisor for its provision of administrative services, including related personnel costs, subject to certain limitations. A descriptionBy the Compensation Committee of the fees that we pay to our advisor and property manager or any affiliate thereof is found in the “Transactions with Related Persons, Promoters and Certain Control Persons” section below.Board of Directors of Sila Realty Trust, Inc.

Randall Greene
Roger Pratt
Ronald Rayevich

EQUITY COMPENSATION PLAN INFORMATION
Securities Authorized for Issuance Under Equity Compensation Plans and Unregistered Sales of Equity Securities.Securities
We adopted the Incentive Plan, pursuant to which our boardBoard of directorsDirectors has the authority to grant restricted or deferred stock awards to persons eligible under the plan. TheAs of December 31, 2020, the maximum number of shares of our Class A common stock that may be issued pursuant to the Incentive Plan iswas 300,000, subject to adjustment under specified circumstances. On March 6, 2020, our Board of Directors approved the A&R Incentive Plan, pursuant to which we have the authority and power to grant awards of restricted shares of our Class A common stock to our directors, officers and employees, employees of our former advisor and its affiliates, employees of entities that provide services to us, directors of our former advisor or of entities that provide services to us, certain of our consultants and certain consultants to our former advisor and its affiliates or to entities that provide services to us. Our Board of Directors has authorized a total of 5,000,000 shares of Class A common stock for issuance under the A&R Incentive Plan on a fully diluted basis at any time.
The following table provides information regarding the A&R Incentive Plan as of December 31, 2017:
2020:
Plan CategoryNumber of Securities to Be Issued upon Outstanding Options, Warrants and RightsWeighted Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance
Equity compensation plans approved by security holders(1)
—
—
264,0004,344,323 
Equity compensation plans not approved by security holders—
—
—
Total—
—
264,0004,344,323 
(1)On August 18, 2017, we granted 3,000 restricted shares of Class A common stock to each of our independent directors, which were awarded in connection with each independent director’s re-election to our board of directors. The fair value of each share of our restricted common stock was estimated at the date of grant at $9.07 per share. As of December 31, 2017, we had issued an aggregate of 36,000 shares of restricted stock to our independent directors in connection with their appointment or re-election to our board of directors. Restricted stock issued to our independent directors vests over a four-year period following the first anniversary of the date of grant in increments of 25% per annum.
The shares described above were not registered under the Securities Act and were issued in reliance on Section 4(a)(2) of the Securities Act.

29


BENEFICIAL OWNERSHIP OF EQUITY SECURITIES
The following table sets forth information as of April 23, 201822, 2021, regarding the beneficial ownership of our common stock by each person known by us to own 5.0% or more of the outstanding shares of any class of our common stock, each of our directors, and each named executive officer,NEO, and our directors and executive officers as a group. The percentage of beneficial ownership is calculated based on 82,323,116166,996,024 shares of Class A common stock outstanding, 8,689,384as of April 22, 2021. As of the date of this proxy statement, there were no executive officers, directors, or other beneficial owners holding any shares of Class I common stock, outstanding, 37,517,423 shares of Class T common stock, outstanding and 496,575 shares of Class T2 common stock outstanding, as of April 23, 2018.
stock.
Name of Beneficial Owner (1)
Number of Class A Shares of
Common Stock
Beneficially Owned (2)
Percentage of All Class A Common Stock
Carter Validus REIT Management Company II, LLCDirectors20,000
*
Directors
John E. Carter
(3Michael A. Seton (3)
)
334,781 *
Robert M. Winslow
(4
)
*
Jonathan Kuchin (5) (4)
13,96649,850 
*
Randall Greene (5)
13,89747,339 
*
Adrienne Kirby (6)
— *
Roger Pratt (7)
17,530 *
Ronald Rayevich (5)(8)
12,00040,857 
*
Todd M. SakowExecutive Officers
(6Kay C. Neely (9)
)
155,883 *
Michael A. Seton
(7Jon C. Sajeski (10)
)
70,749 *
Lisa A. Drummond
(8Jason C. Reed (11)
70,749 *
)Jamie A. Yoakum (12)
43,313 *
All officers and directors as a group (8(10 persons)59,863831,051 
*
*Represents less than 1% of the outstanding Class A common stock.
(1)The address of each beneficial owner listed is c/o Carter Validus Mission Critical REIT II, Inc., 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.
(2)
*    Represents less than 1% of the outstanding Class A common stock.
(1)The address of each beneficial owner listed is Sila Realty Trust, Inc., 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.
(2)Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities and shares issuable pursuant to options, warrants and similar rights held by the respective person or group which may be exercised within 60 days following April 23, 2018. Except as otherwise indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
(3)Mr. Carter is Executive Chairman of Carter Validus REIT Management Company II, LLC, which directly owns 20,000 shares of Class A common stock in our company. Mr. Carter disclaims beneficial ownership of the shares held by Carter Validus REIT Management Company II, LLC, except to the extent of his pecuniary interest.
(4)Mr. Winslow directly or indirectly controls Carter Validus REIT Management Company II, LLC, which directly owns 20,000 shares of Class A common stock in our company. Mr. Winslow disclaims beneficial ownership of the shares held by Carter Validus REIT Management Company II, LLC, except to the extent of his pecuniary interest.
(5)Represents restricted shares of our Class A common stock issued to the beneficial owner in connection with his initial election and his subsequent election to the board of directors.
(6)Mr. Sakow is the Chief Financial Officer of Carter Validus REIT Management Company II, LLC, which directly owns 20,000 shares of Class A common stock in our company. Mr. Sakow disclaims beneficial ownership of the shares held by Carter Validus REIT Management Company II, LLC, except to the extent of his pecuniary interest.
(7)Mr. Seton is the Chief Executive Officer of Carter Validus REIT Management Company II, LLC, which directly owns 20,000 shares of Class A common stock in our company. Mr. Seton disclaims beneficial ownership of the shares held by Carter Validus REIT Management Company II, LLC, except to the extent of his pecuniary interest.
(8)Ms. Drummond is the Chief Operating Officer of Carter Validus REIT Management Company II, LLC, which directly owns 20,000 shares of Class A common stock in our company. Ms. Drummond disclaims beneficial ownership of the shares held by Carter Validus REIT Management Company II, LLC, except to the extent of her pecuniary interest.


PROPOSAL NO. 2— APPROVAL OF CERTAIN CHARTER AMENDMENTS TO COMPLY WITH REQUESTS FROM A STATE SECURITIES ADMINISTRATOR
Background
Our board of directors has declared the proposed amendments to the Charter described below to be in the best interest of our stockholders and has directed that those amendments be submitted for consideration by our stockholders at our 2018 Annual Meeting of Stockholders. Accordingly, at the 2018 Annual Meeting of Stockholders, our stockholders will vote on the proposed amendments. If they are approved by our stockholders at the 2018 Annual Meeting of Stockholders, as soon as is practicable following the 2018 Annual Meeting of Stockholders, we will file the Articles of Amendment to our Second Articles of Amendment and Restatement (the "Articles of Amendment") with the Maryland State Department of Assessments and Taxation (the "SDAT"). The Articles of Amendment will become effective upon the filing of the Articles of Amendment with, and acceptance for record of the Articles of Amendment by, the SDAT.
A form of the Articles of Amendment is included as Appendix A to this proxy statement. The summary of the terms of our Charter set forth below is qualified in its entirety by our Charter. The description of the proposed charter amendments set forth below is qualified in its entirety by reference to Appendix A.
Proposal
As a publicly registered, non-listed REIT, federal and state securities laws require us to register our public offerings of our shares with both the SEC and with the state securities administrators of each U.S. state in which we offer our shares. During such state registration process, state securities administrators periodically review and comment upon the terms of our public offering and our Charter.
The securities administrator of the State of Washington has conditioned its agreement to continue the registration of our public offering in Washington upon the agreement of our management to propose certain amendments to our Charter, as described in details below, to our board of directors for consideration for submission to our stockholders. As noted above, our board of directors has declared those proposed amendments to the Charter to be in the best interests of our stockholders and has directed that they be submitted for consideration by our stockholders at our 2018 Annual Meeting of Stockholders. We have noted to the securities administrator of the State of Washington that there is no guarantee that the proposed Charter amendments will be approved by our stockholders at the 2018 Annual Meeting of Stockholders. If the stockholders fail to approve these amendments, the Company will continue to operate as it has been operatinggenerally includes voting or investment power with respect to securities and shares issuable pursuant to options, warrants and similar rights held by the items addressedrespective person or group which may be exercised within 60 days following April 22, 2021. Except as otherwise indicated by such amendments, althoughfootnote, and subject to community property laws where applicable, the Statepersons named in the table above have sole voting and investment power with respect to all shares of Washington may reconsidercommon stock shown as beneficially owned by them.
(3)Represents 231,214 time-based restricted shares of Class A common stock issued on October 1, 2020 and the continued registrationTime-Based 2021 Award, consisting of 103,567 restricted shares of Class A common stock, issued on January 8, 2021.
(4)Represents 34,488 restricted shares of our public offeringClass A common stock issued to the beneficial owner in that state, which could negatively affect our abilityconnection with his initial election, his subsequent re-elections to raise additional capital from that state in our public offering.
Definitionthe Board of Roll-up Transactions
Article IVDirectors and restricted shares of our Charter defines a "Roll-up Transaction"Class A common stock granted under the A&R Incentive Plan; and 15,362 non-restricted shares of Class A common stock received as a transaction involving the acquisition, merger conversion or consolidation either directly or indirectly of the Company and the issuance of securities of another entity (a "roll-up entity"), that would be created or would survive after the successful completion of such transaction, to the Company's common stockholders. The Charter currently excludes from the definition of a Roll-up Transaction, among other transactions, a transaction involving the conversion to corporate, trust or association form of only the Company if, as a consequence of the transaction, there will be no significant adverse change in Sponsor or Advisor compensation.
The securities administrator of the State of Washington required that we propose to amend the definition of "Roll-up Transaction" included in Article IV of our Charter to provide that the definition of Roll-up Transaction will exclude a transaction involving the conversion to corporate, trust or association form of only the Company, if, as a consequence of the transaction, there will be no significant adverse change in Sponsor, and any Affiliate thereof or Advisor compensation. The securities administrator of the State of Washington required this proposed amendment in order to include "any Affiliate" of the Sponsor to conform to the definition of "Sponsor" set forth by the Statement of Policy Regarding Real Estate Investment Trusts issued by the North American Securities Administrators Association on May 7, 2007 (the "NASAA REIT Guidelines"). Many state securities administrators deem the NASAA REIT Guidelines to be applicable to any REIT, such as the Company, that is engaged in a public offering of securities that are not listed on a national securities exchange.
Investment Policies and Limitations
The Charter, in addition to requiring our independent directors to review our investment policies with sufficient frequency to determine that the policies being followed are in the best interests of our stockholders, currently provides for certain guidelinesconsideration in connection with our investments, including detailing permitted investments and investment limitations.merger with Carter Validus Mission Critical REIT, Inc., or the REIT Merger.


Certain Permitted Investments
Section 9.2(b) of Article IX(5)Represents 30,532 restricted shares of our Charter provides that, among other permitted investments, we may investClass A common stock issued to the beneficial owner in joint venturesconnection with his initial election, his subsequent re-elections to the Sponsor, the Advisor, one or moreBoard of Directors or any Affiliate, only if a majorityand restricted shares of our directors (including a majorityClass A common stock granted under the A&R Incentive Plan; and 16,807 non-restricted shares of independent directors) not otherwise interestedClass A common stock received as merger consideration in the transaction approve such investmentREIT Merger.
(6)On April 15, 2021, the Board of Directors appointed Ms. Kirby as being fair and reasonable to us and on substantially the same terms and conditions as those received by the other joint venturers who are similarly situated to the Company.
The securities administrator of the State of Washington required thatdirector, effective immediately. On April 23, 2021, we propose to amend Section 9.2(b)granted Ms. Kirby 1,677 restricted shares of our Charter to provide that we may invest in such joint ventures with the Sponsor,any Affiliate thereof, the Advisor, one or more Directors or any Affiliate.Similar to the proposed amendment to the definition of “Roll-Up Transaction”, the securities administrator of the State of Washington required this proposed amendment in order to include “any Affiliate thereof” of the Sponsor to conform to the definition of “Sponsor” set forth by the NASAA REIT Guidelines.
Investment Limitations
Section 9.3(c) of Article IX of our Charter, in addition to other investment restrictions imposed by our board of directors from time to time, consistent with our objective of qualifying as a REIT, prohibits us from investing in or making any Mortgage unless an appraisal is obtained concerning the underlying property except for those loans insured or guaranteed by a government or government agency. In cases in which a majority of Independent Directors so determine, and in all cases in which the transaction is with theAdvisor, the Sponsor, any Director or any Affiliate thereof, such appraisal of the underlying property must be obtained from an Independent Appraiser. The securities administrator of the State of Washington required that we propose to amend section 9.3(c) of our Charter to provide that in cases in which a majority of Independent Directors so determine, and in all cases in which the transaction is with the Advisor, the Sponsor, any Affiliate thereof, any Director or any Affiliate thereof, such appraisal of the underlying property must be obtained from an Independent Appraiser.
Section 9.3(e) of Article IX of our Charter, in addition to other investment restrictions imposed by our board of directors from time to time, consistent with our objective of qualifying as a REIT, prohibits us from investing in indebtedness secured by a mortgage on real property which is subordinate to the lien or other indebtedness of the Advisor, any Director, the Sponsor or any Affiliate of the Corporation.
The securities administrator of the State of Washington required that we propose to amend Section 9.3(e) of our Charter to provide that we may not invest in indebtedness secured by a mortgage on real property which is subordinate to the lien or other indebtedness of the Advisor, any Director, the Sponsor,or any Affiliate thereof, or any Affiliate of the Corporation.
Similar to the preceding propose amendments to the definition of “Roll-Up Transaction” and Section 9.2(b), the securities administrator of the State of Washington required this proposed amendments to Section 9.3(c) and 9.3(e) of the Charter in order to include “any Affiliate” of the Sponsor to conform to the definition of Sponsor set forth by the NASAA REIT Guidelines.
Liability Limitation and Indemnification
The Charter currently provides for certain limitations on liability for stockholders, officers and directors as well as indemnification, in certain circumstances, for directors, officers and our advisor or any of its affiliates.
Section 12.3(c) of Article XII of our Charter requires that prior to any indemnification provided to an indemnitee, certain conditions must be met. One of these conditions is that there must have been a successful adjudication on the merits of each count involving alleged material securities law violations as to the indemnitee.
The securities administrator of the State of Washington required that we propose to amend Section 12.3(c) to provide that indemnification can be provided in instances in which there has been a successful adjudication on the merits of each count involving alleged securities law violations, not just “material” securities law violations. The securities administrator of the State of Washington required this proposed amendment to conform to Section II.G.2 of theNASAA REIT Guidelines which only permits indemnification in instances in which “there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee”.
Appraisal Rights
Under Maryland law and the Charter, you will not be entitled to rights of appraisal with respect to the proposed Charter amendments set forth in Proposal 2. Accordingly, to the extent that you object to these proposed Charter amendments, you will not have the right to have a court judicially determine (and you will not receive) the fair value for your shares ofClass A common stock under the provisionsA&R Incentive Plan.
(7)Represents restricted shares of Maryland law governing appraisal rights.our Class A common stock issued to the beneficial owner in connection with his initial election, his subsequent re-election to the Board of Directors and restricted shares of our Class A common stock granted under the A&R Incentive Plan.
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(8)Represents 28,218 restricted shares of our Class A common stock issued to the beneficial owner in connection with his initial election, his subsequent re-elections to the Board of Directors and restricted shares of our Class A common stock granted under the A&R Incentive Plan; and 12,639 non-restricted shares of Class A common stock received as merger consideration in the REIT Merger.
THE BOARD UNANIMOUSLY RECOMMENDS(9)Represents 115,607 time-based restricted shares of Class A VOTE "FOR" THE PROPOSED AMENDMENTS TO OUR CHARTER TO COMPLY WITH REQUESTS FROMcommon stock issued on October 1, 2020 and the Time-Based 2021 Award, consisting of 40,276 restricted shares of Class A STATE SECURITIES ADMINISTRATOR AS SET FORTH ABOVEcommon stock, issued on January 8, 2021.

(10)Represents 57,803 time-based restricted shares of Class A common stock issued on October 1, 2020 and the Time-Based 2021 Award, consisting of 12,946 restricted shares of Class A common stock, issued on January 8, 2021.
(11)Represents 57,803 time-based restricted shares of Class A common stock issued on October 1, 2020 and the Time-Based 2021 Award, consisting of 12,946 restricted shares of Class A common stock, issued on January 8, 2021.
(12)Represents 34,682 time-based restricted shares of Class A common stock issued on October 1, 2020 and the Time-Based 2021 Award, consisting of 8,631 restricted shares of Class A common stock, issued on January 8, 2021.
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AUDIT COMMITTEE REPORT
Independent Auditors
KPMG LLP (“KPMG”) is the independent registered public accounting firm selected by our audit committeeAudit Committee for the fiscal year ended December 31, 2018.2020. KPMG has served as our independent registered public accounting firm since 2013.2014. The audit committeeAudit Committee reserves the right, however, to select new auditors at any time in the future in its discretion if it deems such decision to be in the best interests of the Company and its stockholders.Company. Any such decision would be disclosed to the stockholders in accordance with applicable securities laws. KPMG representatives will be present at the 2018 Annual Meeting of Stockholders and will have the opportunity to make a statement if they desire to do so. In addition, KPMG representatives will be available to respond to appropriate questions posed by any stockholders.
During the period beginning January 11, 2013year ended December 31, 2019 through the most recent fiscal year ended December 31, 2017 and through the subsequent interim period,2020, neither the Company nor anyone on its behalf consulted with KPMG regardingregarding: (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company’s financial statements; or (3) any matter that was either the subject of a disagreement or event identified in response to Item 304(a)(1) of Regulation S-K (there being none).
The audit committeeAudit Committee reviewed the audit and non-audit services performed by KPMG, as well as the fees charged by KPMG for such services. In its review of the non-audit services and fees, the audit committeeAudit Committee considered whether the provision of such services is compatible with maintaining the independence of KPMG. The aggregate fees billed to us for professional accounting services by KPMG for the years ended December 31, 20172020 and December 31, 20162019, are respectively set forth in the table below.
 
Year Ended
December 31, 2017
 
Year Ended
December 31, 2016
 Year Ended
December 31, 2020		Year Ended
December 31, 2019
Audit fees $595,000
 $498,500
 Audit fees$820,000 $906,500 
Audit-related fees —
 —
 Audit-related fees— — 
Tax fees —
 —
 Tax fees164,110 — 
All other fees 10,890
 11,215
 All other fees10,000 10,000 
Total $605,890
 $509,715
 Total$994,110 $916,500 
For purpose of the preceding table, the professional fees are classified as follows:
•Audit fees —- These are fees for professional services performed for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures performed by the independent auditors in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements and other services that generally only the independent auditor reasonably can provide, such as services associated with filing registration statements, periodic reports and other filings with the SEC, and audits of acquired properties or businesses or statutory audits for our subsidiaries or affiliates.
•Audit-related fees —- These are fees for assurance and related services that traditionally are performed by independent auditors, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, statutory subsidiary or equity investment audits incremental to the audit of the consolidated financial statements and general assistance with the implementation of Section 404 of the Sarbanes-Oxley Act of 2002 and other SEC rules promulgated pursuant to the Sarbanes Oxley Act of 2002.
•Tax fees —- These are fees for all professional services performed by professional staff, in KPMG’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence.
•All other fees —- These are fees for other permissible work performed that do not meet the above-described categories, including a subscription to an accounting research website.
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Pre-Approval Policies
The audit committee’sAudit Committee’s charter imposes a duty on the audit committeeAudit Committee to pre-approve all auditing services performed for us by our independent auditors, as well as all permitted non-audit services (including the fees and terms thereof) in order to ensure that the provision of such services does not impair the auditors’ independence. Unless a type of service to be provided by the independent auditors has received “general” pre-approval, it will require “specific” pre-approval by the audit committee.Audit Committee.
All requests for services to be provided by the independent auditor that do not require specific pre-approval by the audit committeeAudit Committee will be submitted to management and must include a detailed description of the services to be rendered. Management will determine whether such services are included within the list of services that have received the general pre-approval of the audit committee.Audit Committee. The audit committeeAudit Committee will be informed on a timely basis of any such services rendered by the independent auditors.
Requests to provide services that require specific pre-approval by the audit committeeAudit Committee will be submitted to the audit committeeAudit Committee by both the independent auditors and the principal financial officer, and must include a joint statement as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence. The chairman of the audit committeeAudit Committee has been delegated the authority to specifically pre-approve de minimis amounts for services not covered by the general pre-approval guidelines. All amounts, including a subscription to an accounting research website, require specific pre-approval by the audit committeeAudit Committee prior to the engagement of KPMG. All amounts specifically pre-approved by the chairman of the audit committeeAudit Committee in accordance with this policy, are to be disclosed to the full audit committeeAudit Committee at the next regularly scheduled meeting.
All services rendered by KPMG for the years ended December 31, 20172020 and December 31, 20162019 were pre-approved in accordance with the policies and procedures described above.
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Report of the Audit Committee
Pursuant to the audit committeeAudit Committee charter adopted by the Company’s boardBoard of directors,Directors, the audit committee’sAudit Committee’s primary function is to assist the boardBoard of directorsDirectors in fulfilling its oversight responsibilities by overseeing the independent auditors and reviewing the financial information to be provided to the stockholders and others, the system of internal control over financial reporting that management has established and the audit and financial-reporting process. The audit committeeAudit Committee is composed of threefour independent directors. The Company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. Membership on the audit committeeAudit Committee does not call for the professional training and technical skills generally associated with career professionals in the field of accounting and auditing, and the members of the audit committeeAudit Committee are not professionally engaged in the practice of accounting or auditing. The audit committee’sAudit Committee’s role does not provide any special assurance with regard to the financial statements of the Company, nor does it involve a professional evaluation of the quality of the audits performed by the independent auditors. The audit committeeAudit Committee relies in part, without independent verification, on information provided to it and on representations made by management and the independent auditors that the financial statements have been prepared in conformity with U.S. generally accepted accounting principles.
In this context, in fulfilling its oversight responsibilities, the audit committeeAudit Committee reviewed and discussed the 20172020 audited financial statements with management, including a discussion of the quality and acceptability of the financial reporting and controls of the Company.
The audit committeeAudit Committee reviewed with KPMG which is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, the matters required to be discussed by the Statement on Auditing Standards No. 1301, Communications with Audit Committees, and theirits judgments as to the quality and the acceptability of the financial statements and such otherthe matters as are required to be discussed by the applicable auditing standards as periodically amended (including significant accounting policies, alternative accounting treatmentsPublic Company Accounting Oversight Board (“PCAOB”) and estimates, judgments and uncertainties).other matters required by the Audit Committee charter. In addition, the audit committeeAudit Committee has received the written disclosures and the letter from KPMG required by Public Company Accounting Oversight Board (United States) (“PCAOB”)PCAOB Ethics and Independence Rule 3526, “Communication“Communication with Audit Committees Concerning Independence”Independence” and discussed with the independent registered public accounting firm its independence withinfrom the meaningCompany and its management. When considering the independence of KPMG, the Audit Committee considered whether its array of services to the Company beyond those rendered in connection with its audit of our consolidated financial statements and reviews of the rulesCompany’s consolidated financial statements, including the Company’s quarterly reports on Form 10-Q, was compatible with maintaining its independence. The Audit Committee also reviewed, among other things, the audit and standards of the PCAOBnon-audit services performed by, and the securities laws and regulations administered by the SEC.amount of fees paid for these services to, KPMG.
The audit committeeAudit Committee discussed with KPMG the overall scope and plans for the audit. The audit committeeAudit Committee meets periodically with KPMG, with and without management present, to discuss the results of their examinations, their evaluations of internal controls and the overall quality of the financial reporting of the Company.
In reliance on these reviews and discussions, the audit committeeAudit Committee recommended to the boardBoard of directorsDirectors that the 20172020 audited financial statements of the Company bethat were included in itsthe Annual Report on Form 10-K for the year ended December 31, 2017 for filing2020, be filed with the SEC.
SEC on March 24, 2021. The Audit Committee also reappointed, and the Board of Directors has approved, KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
The Audit Committee of the Board of Directors:
Jonathan Kuchin (Chairman)
Randall Greene
Ronald Rayevich
Adrienne Kirby
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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Our independent directors have reviewed the material transactions between our affiliates and us during the year ended December 31, 2017.2020. Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to the Company and on terms no less favorable to us than those available from unaffiliated third parties.
EachPrior to the Closing of the Internalization Transaction, the Company had no direct employees. Substantially all of the Company's business was managed by our executive officers and our non-independent directors, Messrs. Carter and Winslow, is affiliated with our advisor and its affiliates. In addition, eachFormer Advisor. The employees of our executive officers also serves as an officer of our advisor, property manager and/or other affiliated entities.
Carter Validus REIT Management Company II, LLC, or Carter Validus REIT Management II, owns a 77.5% managing member interest in our advisor. Strategic Capital Management Holdings, LLC, which is wholly owned by Validus/Strategic Capital, and is the owner of Strategic Capital Advisory Services, LLC and SC Distributors, LLC, owns a 22.5% non-managing member interest in our advisor, and has no voting interest in our advisor. Carter Validus REIT Management II is directly or indirectly controlled by Messrs. Carter, Sakow, Seton and Ms. Drummond, as they, along with others who are not our executive officers or directors, are members of Carter Validus REIT Management II.
Advisory Agreement
We are party to an advisory agreement with our advisor whereby our advisor manages our day-to-day operations and identifies and makes investments on our behalf. We reimburse our advisorFormer Advisor and its affiliates for organization and offering expenses it incurs on our behalf, but onlyprovided services to the extent the reimbursement would not cause the selling commissions, dealer manager fees, distribution feesCompany related to acquisitions, property management, asset management, accounting, investor relations and all other organization and offering expenses to exceed 15.0%administrative services.
Upon completion of the gross offering proceedsInternalization Transaction, the employees of our initial public offering or follow-on offering. Organization and offering expenses associated with our initial public offering (other than selling commission, dealer manager fees, and distribution and servicing fees) were approximately 2.00%an affiliate of the gross proceeds from our initial public offering. We expect that organization and offering expenses associated with our follow-on offering (other than selling commissions, dealer manager fees, and distribution and servicing fees) will be approximately 2.00%Former Advisor, became employees of the gross offering proceeds.Company and the functions previously performed by the Former Advisor were internalized by the Company. As of December 31, 2017, our advisoran internally managed company, the Company no longer pays the Former Advisor and its affiliates incurred approximately $17,669,000 on our behalf in offering costs. We accrued approximately $167,000 of other offering costs due to ourany fees or expense reimbursements arising from the advisory agreement. Additionally, the Company concluded that there were no preexisting relationships between the former advisor and its affiliatesthe Company that had to be settled and accounted for as separate transactions from the Internalization Transaction.
Special Limited Partner Interest of December 31, 2017. As of December 31, 2017, since inception, our advisor paid approximately $453,000Advisor
Prior to an affiliate of our dealer manager (as defined below) in other offering costs on the Company's behalf. Other offering costs are charged to stockholders’ equity as incurred or as such amounts are reimbursed to our advisor.
We pay to our advisor 2.0%Closing of the contract purchase price of each property or asset acquired. The total amount of all acquisition fees and expenses areInternalization Transaction, our Former Advisor, as the special limited to 6.0%partner of the contract purchase priceOperating Partnership, was entitled to: (i) certain cash distributions upon the disposition of certain of the propertyOperating Partnership’s assets; or (ii) a one-time payment in the caseform of cash, shares or promissory note or a mortgage loan, 6.0% of funds advanced. The contract purchase price is the amount actually paid or allocated in respectcombination of the purchase, development, construction or improvementforms of a property or the amount of funds advanced with respect to a mortgage loan, exclusive of acquisition fees and acquisition expenses. During the years ended December 31, 2017 and 2016, we incurred approximately $11,936,000 and $11,515,000, respectively, in acquisition fees to our advisor or its affiliates. Additionally, we reimburse our advisor for acquisition expenses incurredpayment in connection with the selection and acquisition of properties or real estate-related investments (including expenses relating to potential investments that we do not close), such as legal fees and expenses, costs of real estate due diligence, appraisals, non-refundable option payments on property not acquired, travel and communications expenses, accounting fees and expenses and title insurance premiums, whether or not the property was acquired. We expect these expenses will be approximately 0.75%redemption of the purchase pricespecial limited partnership interests upon the occurrence of each property or real estate-related investment.
We pay to our advisor an asset management fee calculated on a monthly basis in an amount equal to 1/12th of 0.75% of gross assets (including amounts borrowed) which is payable monthly in arrears. For the years ended December 31, 2017 and 2016, we incurred approximately $9,963,000 and $4,925,000, respectively, in asset management fees.




We reimburse our advisor for all expenses it paid or incurred in connection with the services provided to us, subject to certain limitations. Expenses in excesslisting of the operating expenses in the four immediately preceding quarters that exceeds the greaterCompany’s shares of (a) 2.0% of average invested assets or (b) 25% of net income, subject to certain adjustments, will not be reimbursed unless the independent directors determine such excess expenses are justified. We will not reimburse our advisor for personnel costs in connection with services for which our advisor receives an acquisition fee or a disposition fee. For the years ended December 31, 2017 and 2016, our advisor allocated approximately $1,543,000 and $1,257,000, respectively, in operating expenses to us.
On May 15, 2017, our advisor employed Gael Ragone, who is the daughter of John E. Carter, the chairman of our board of directors, as Vice President of Product Management of Carter Validus Advisors II, LLC. We directly reimburse our advisor any amounts of Ms. Ragone's salary that are allocated to us, which may exceed $120,000 during a fiscal year.
We will pay our advisor, or its affiliates, if it provides a substantial amount of services (as determined by a majority of our independent directors) in connection with the sale of properties, a disposition fee, up to the lesser of 1.0% of the contract sales price and one-half of the total brokerage commission paid if a third party broker is also involved, without exceeding the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission. As of December 31, 2017, we did not incur any disposition fees to our advisor or its affiliates.
Upon the listing of our sharescommon stock on a national securitiesstock exchange which we have no intention to do at this time, our advisor (in its capacity as special limited partner) will receive 15.0% ofor certain events that result in the amount by which the sum of our adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to a 6.0% annual cumulative, non-compounded return to investors, or the subordinated incentive listing fee. As of December 31, 2017 we did not incur any subordinated incentive listing fees to our advisor or its affiliates.
Upon the sale of the Company, our advisor will receive 15% of the remaining net sale proceeds after return of capital contributions plus payment to investors of a 6.0% annual cumulative, non-compounded return on the capital contributed by investors, or the subordinated participation in net sale proceeds. As of December 31, 2017, we did not incur any subordinated participation in net sale proceeds to our advisor or its affiliates.
Our advisory agreement has a one-year term expiring June 9, 2018, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. Our independent directors are required to determine, at least annually, that the compensation to our advisor is reasonable in relation to the nature and quality of services performed and our investment performance and that such compensation is within the limits set forth in our charter. Upon termination or non-renewal of the advisory agreement with or without cause, our advisor will beagreement. The Former Advisor would only become entitled to receivethe compensation after stockholders have, in the aggregate, cumulative distributions from the operating partnership equal to 15%their invested capital plus an 8.0% cumulative, non-compounded annual return on such invested capital.
The Former Advisor's special limited partnership interest in the Operating Partnership was redeemed and cancelled at the Closing of the amount by whichInternalization Transaction and the sum of our adjusted market value plus distributions exceeds the sumformer advisor did not receive any compensation as a special limited partner of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, non-compounded return to investors. In addition, our advisor may elect to defer its right to receive a subordinatedOperating Partnership.
Distribution and Servicing Fees
Through the termination fee until either shares of our common stock are listed and tradedthe Offering on a national securities exchange or another liquidity event occurs. As of December 31, 2017,November 27, 2018, we did not incur any subordinated termination fees to our advisor or its affiliates.


Management Agreement
We are party to a management agreement with Carter Validus Real Estate Management Services II,paid SC Distributors, LLC, or our property manager, which is an affiliate of our advisor. Pursuant to the management agreement, we pay our property manager and its affiliates fees in the amount equal to 3.0% of gross revenues from the properties managed. We will reimburse our property manager and its affiliates for property-level expensesFormer Advisor that any of them pay or incur on our behalf, including salaries, bonuses and benefits of persons employed by our property manager and its affiliates except for the salaries, bonuses and benefits of persons who also serveserved as one of its executive officers. Our property manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services. If we contract directly with third parties for such services, we will pay them customary market fees and will pay our property manager an oversight fee equal to 1.0% of the gross revenues of the properties managed. In no event will we pay our property manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. We also will pay our property manager a separate fee for the one-time initial rent-up, leasing-up of newly constructed properties or re-leasing to existing tenants in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. For the years ended December 31, 2017 and 2016, we incurred approximately $3,249,000 and $1,473,000, respectively, in property management fees to our property manager. For the years ended December 31, 2017 and December 31, 2016, we incurred $907,000 and $0, respectively, in leasing commissions to the property manager.
For acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on our properties, we may pay our property manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable, or construction management fees. For the years ended December 31, 2017 and 2016, we incurred approximately $719,000 and $754,000, respectively, in construction management fees.
Our management agreement has a one-year term expiring May 18, 2018, subject to an unlimited number of successive one-year renewals.
Dealer Manager Agreement
SC Distributors, LLC, our dealer manager, is an affiliate of our advisor, and we will not have the benefit of an independent due diligence review and investigation of the type normally performed by an unaffiliated, independent underwriter in connection with our initial public offering.
Pursuant to the dealer manager agreement with our dealer manager, we reimburse our dealer manager and its affiliates for organization and offering expenses it incurred on our behalf, but only to the extent the reimbursement does not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15.0% of the gross offering proceeds. On March 15, 2018, we commenced offering Class T2 shares in our follow-on offering and ceased offering Class T shares in our follow-on offering. We currently pay our dealer manager selling commissions of up to 7.0% of the gross offering proceeds per Class A share and up to 3.0% of the gross offering proceeds per Class T2 share. We paid our dealer manager selling commissions of up to 3.0% of the gross offering proceeds per Class T share. All sales commissions are expected to be re-allowed to participating broker-dealers. We do not pay selling commissions with respect to Class I shares or shares of any class sold pursuant to the distribution reinvestment plan,Offerings, or the DRIP. In addition, we pay our dealer manager a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class A shares and up to 2.5% of the gross offering proceeds from the sale of Class T2 shares. We paid our dealer manager a dealer manager fee of 3.0% of the gross offering proceeds from the sale of Class T shares. The dealer manager receives a dealer manager fee in an amount equal to up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment adviser that is not affiliated with a broker-dealer. The dealer manager fee may be partially re-allowed to participating broker-dealers. No dealer manager fees will be paid in connection with purchases of shares of any class made pursuant to the DRIP. For the years ended December 31, 2017 and 2016, we incurred approximately $22,713,000 and $24,546,000, respectively, forDealer Manager, selling commissions and dealer manager fees in connection with the sale of shares of certain classes of common stock. We continue to pay the Dealer Manager a distribution and servicing fee with respect to its Class T and Class T2 shares of common stock that were sold in the Initial Offering to our dealer manager.(primary Offering only) and the Offering.
We pay our dealer manager awill cease paying the distribution and servicing fee with respect to Class T shares that are sold in our Offering that accrues daily in an amount equal to 1/365th of 1.0% of the most recent estimated NAV per Class T share on a continuous basis. Our dealer manager will reallow all of the distribution and servicing fees with respect to Class T shares sold in the Offering to participating broker-dealers; provided, however, effective June 1, 2017, a participating broker-dealer may give written notice to the dealer manager that it waives all or a portion of the reallowance of the distribution and servicing fee, which waiver shall be irrevocable and will not retroactively apply to Class T shares that were previously sold through such participating broker-dealer.
We will cease paying distribution and servicing fees with respect to all Class T shares sold in the primary offering onat the earliest to occur of the following: (i) a listing of the Class T shares on a national securities exchange;exchange, (ii) following the


completion of the Offering, total underwriting compensation in the Offering equaling (a) 10%10.0% of the gross proceeds from the Offering less (b) the total amount of distribution and servicing fees waived by participating broker-dealers;broker-dealers in the Offering, (iii) the date on which there are no longer anysuch Class T shares outstanding;no longer being outstanding, (iv) December 31, 2021, which is the fourth anniversary of the last day of the fiscal quarter in which our primary offering of our initial public offering terminates; orterminated and (v) the date on which the holder of such Class T share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer;broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with theour dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement.
The distribution and servicing fee is paid monthly in arrears. The distribution and servicing fee will not be payable with respect to any shares issued under our distribution reinvestment plan.. For the years ended December 31, 2017 and 2016, we incurred approximately $9,617,000 and $6,213,000, respectively, in distribution and servicing fees to our dealer manager in connection with the Offering.
We also pay a distribution and servicing fee in connection with Class T2 shares sold in the follow-on offering equal to 1/365th of up to 1.0% of the most recent estimated net asset value, or NAV, per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis. We will cease paying the distribution and servicing fee with respect to a Class T2 share sold in the follow-on offering at the earliest to occur of the following: (i) a listing of the Class T2 shares on a national securities exchange; (ii) following the completion of the follow-on offering,Offering, total underwriting compensation in the follow-on offeringOffering equaling 10% of the gross proceeds from the follow-on offering;Offering; (iii) there are no longer any Class T2 shares outstanding; (iv) the end of the month in which our transfer agent, on our behalf, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Class T2 distribution and servicing fee and other elements of underwriting compensation with respect to such Class T2 share, would be in excess of 8.5% of the total gross investment amount at the time of purchase of such Class T2 share; (v) the end of the month in which our transfer agent, on our behalf, determines that the Class T2 distribution and servicing fee with respect to such Class T2 share would be in excess of
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3.0% of the total gross investment amount at the time of purchase of such Class T2 share; (vi) the date on which such Class T2 share is repurchased by us; and (vii) the date on which the holder of such Class T2 share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T2 distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share pursuant to the provisions above, such Class T2 share (including associated Class T2 DRIP shares) will convert into a number of Class I shares (including any fractional shares) with an equivalent of NAV as such share. Stockholders will receive a confirmation notice when their Class T2 shares have been converted into Class I shares. We currently expect that any such conversion wouldwill be on a one-for-one basis, as we expect the net asset valueNAV per share of each Class T2 share and Class I share to be the same.
Accounts Payable DueDuring the Offerings, all selling commissions were expected to Affiliatesbe re-allowed to participating broker-dealers. The dealer manager fee could be partially re-allowed to participating broker-dealers. No selling commissions, dealer manager fees and distribution and servicing fees are paid in connection with purchases of shares of any class issued pursuant to the DRIP.
The following amountsEffective September 30, 2020, as a result of the Internalization Transaction, the Dealer Manager is no longer a related party of the Company.
Acquisition Fees and Expenses
Prior to entering into the purchase agreement for the Internalization Transaction on July 28, 2020, we paid to the Former Advisor 2.0% of the contract purchase price of each property or asset acquired and 2.0% of the amount advanced with respect to loans and similar assets (including without limitation mezzanine loans).
Prior to the Closing of the Internalization Transaction, we reimbursed the Former Advisor for acquisition expenses incurred in connection with the selection and acquisition of properties or real estate-related investments (including expenses relating to potential investments that the Company did not close), such as legal fees and expenses, costs of real estate due diligence, appraisals, non-refundable option payments on properties not acquired, travel and communications expenses, accounting fees and expenses and title insurance premiums, whether or not the property was acquired. We reimbursed the Former Advisor expenses of approximately 0.01% of the aggregate purchase price all of properties acquired.
Asset Management Fees
Prior to the Closing of the Internalization Transaction, we paid to the Former Advisor an asset management fee calculated on a monthly basis in an amount equal to 1/12th of 0.75% of aggregate asset value, which was payable monthly, in arrears.
Operating Expense Reimbursement
Prior to the Closing of the Internalization Transaction, we reimbursed the Former Advisor for all operating expenses it paid or incurred in connection with the services provided to us, subject to certain limitations. Expenses in excess of the operating expenses in the four immediately preceding quarters that exceeded the greater of (a) 2% of average invested assets or (b) 25% of net income, subject to certain adjustments, were outstandingnot reimbursed unless the independent directors determined such excess expenses were justified. We did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received an acquisition fee or a disposition fee.
Property Management Fees
In connection with the rental, leasing, operation and management of our properties, prior to the Closing of the Internalization Transaction, we paid the former property manager, and its affiliates, aggregate fees equal to 3.0% of gross revenues from the properties managed, or property management fees. We reimbursed the former property manager and its affiliates for property-level expenses that any of them paid or incurred on our behalf, including certain salaries, bonuses and benefits of persons employed by the former property manager and its affiliates, except for the salaries, bonuses and benefits of persons who also served as one of its executive officers. For certain properties the former property manager and its affiliates subcontracted the performance of their duties to third parties and paid all or a portion of the property management fee to the third parties with whom they contracted for those services. When we contracted directly with third parties for such services, we paid such third parties customary market fees and paid the former property manager an oversight fee equal to 1.0% of the gross revenues of the properties managed. In no event did we pay the former property manager or any affiliate both a property management fee and an oversight fee with respect to any particular property.
Leasing Commission Fees
Prior to the Closing of the Internalization Transaction, we paid the former property manager a separate fee in connection with leasing properties to new tenants or renewals or expansions of existing leases with existing tenants in an amount not to
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exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area.
Construction Management Fees
Prior to the Closing of the Internalization Transaction, for acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on our properties, we paid the former property manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable, or construction management fees.
Disposition Fees
Prior to the Closing of the Internalization Transaction, we paid our Former Advisor, or its affiliates, if the Former Advisor or its affiliate provided a substantial amount of services (as determined by a majority of our independent directors) in connection with the sale of properties, a disposition fee, equal to the lesser of 1.0% of the contract sales price or one-half of the total brokerage commission paid if a third party broker was also involved, without exceeding the lesser of 6.0% of the contract sales price or a reasonable, customary and competitive real estate commission.
As of December 31, 2017 and2020, we did not have any amounts payables to affiliates outstanding in connection with our related party transactions. The following table details amounts incurred to affiliates in connection with our related party transactions as described above for the year ended December 31, 20162020 (amounts in thousands):
Incurred
Year Ended
December 31,
FeeEntity2020
Distribution and servicing fees(1)
SC Distributors, LLC$(65)
Acquisition fees and costsCarter Validus Advisors II, LLC and its affiliates97 
Asset management feesCarter Validus Advisors II, LLC and its affiliates17,914 
Property management feesCarter Validus Real Estate Management Services II, LLC5,290 
Operating expense reimbursementCarter Validus Advisors II, LLC and its affiliates3,966 
Leasing commission feesCarter Validus Real Estate Management Services II, LLC594 
Construction management feesCarter Validus Real Estate Management Services II, LLC435 
Disposition feesCarter Validus Advisors II, LLC and its affiliates350 
Loan origination feesCarter Validus Advisors II, LLC and its affiliates560 
Total$29,141 
Entity Fee December 31, 2017 December 31, 2016
Carter Validus Advisors II, LLC and its affiliates Asset management fees $1,017
 $627
Carter Validus Real Estate Management Services II, LLC Property management fees 463
 252
Carter Validus Real Estate Management Services II, LLC Construction management fees 39
 323
Carter Validus Advisors II, LLC and its affiliates General and administrative costs 182
 138
Carter Validus Advisors II, LLC and its affiliates Offering costs 167
 289
SC Distributors, LLC Distribution and servicing fees 13,376
 5,750
Carter Validus Advisors II, LLC and its affiliates Acquisition expenses and fees 5
 5
    $15,249
 $7,384
(1)     Reduction of distribution and servicing fees is a result of repurchases of Class T and Class T2 shares of common stock for the year ended December 31, 2020.
Review, Approval or Ratification of Transactions with Related Persons
In order to reduce or eliminate certain potential conflicts of interest, (A) our charter contains a number of restrictions relating to (1) transactions we enter into with our sponsor, our directors, and our advisor and its affiliates, and (2) certain future offerings, and (B) the advisory agreement contains procedures and restrictions relating to the allocation of investment opportunities among entities affiliated with our advisor.offerings. These restrictions include, among others, the following:


•We will not purchase or lease properties from our sponsor, our advisor, any of our directors or any of their respective affiliates without a determination by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to the seller or lessor unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such property at an amount in excess of its current appraised value, as determined by an independent appraiser. We will not sell or lease properties to our sponsor, our advisor, any of our directors or any of their respective affiliates unless a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, determines that the transaction is fair and reasonable to us.
•We will not make any loans to our sponsor, our advisor, any of our directors or any of their respective affiliates, except that we may make or invest in mortgage loans involving our sponsor, our advisor, our directors or their respective affiliates, if such mortgage loan is insured or guaranteed by a government or government agency or provided,, among other things, that an appraisal of the underlying property is obtained from an independent appraiser and the transaction is approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction as fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties. Our sponsor, our advisor, anyAny of our directors and any of their respective affiliates will not make loans to us or to joint ventures in which we are a joint venture partner unless approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction as
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fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.
Our advisor and its affiliates will be entitled to reimbursement, at cost, at the end of each fiscal quarter for actual expenses incurred by them on behalf of us or joint ventures in which we are a joint venture partner; provided, however, that we will not reimburse our advisor at the end of any fiscal quarter for the amount, if any, by which our total operating expenses, including the advisor asset management fee, paid during the four consecutive fiscal quarters then ended exceeded the greater of (i) 2.0% of our average invested assets for such period or (ii) 25.0% of our net income, before any additions to reserves for depreciation, bad debts or other similar non-cash reserves and before any gain from the sale of our assets, for such period, unless our independent directors determine such excess expenses are justified.
If an investment opportunity becomes available that is deemed suitable, after our advisor’s and our board of directors’ consideration of pertinent factors, for both us and one or more other entities affiliated with our advisor, and for which more than one of such entities has sufficient uninvested funds, then the entity that has had the longest period of time elapse since it was offered an investment opportunity will first be offered such investment opportunity. In determining whether or not an investment opportunity is suitable for more than one such entity, our advisor and our board of directors shall examine, among others, the following factors:
the anticipated cash flow of and the cash requirements of each such entity;
the effect of the acquisition both on diversification of each program’s investments by type of property, geographic area and tenant concentration;
the policy of each program relating to leverage of properties;
the income tax effects of the purchase to each program;
the size of the investment; and
the amount of funds available to each program and the length of time such funds have been available for investment.
If a subsequent development, such as a delay in the closing of the acquisition or construction of a property, causes any such investment, in the opinion of our advisor, to be more appropriate for a program other than the program that committed to make the investment, our advisor may determine that another program affiliated with our advisor or its affiliates will make the investment. Our board of directors, including our independent directors, has a duty to ensure that the method used by our advisor for the allocation of the acquisition of properties by two or more affiliated programs seeking to acquire similar types of properties is reasonable and applied fairly to us.
We adopted an asset allocation policy to allocate property acquisitions among Carter Validus Mission Critical REIT, Inc. and any other program sponsored by Carter Validus REIT Management Company II, LLC and its affiliates. All transactions will be allocated among us, Carter Validus Mission Critical REIT, Inc. and any other programs sponsored by Carter Validus REIT Management Company II, LLC by our investment committee in a manner consistent with our general investment allocation policy.


We will not accept goods or services from our sponsor, our advisor, our directors or any of their or its affiliates or enter into any other transaction with our sponsor, our advisor, our directors or any of their affiliates unless a majority of our directors, including a majority of the independent directors, not otherwise interested in the transaction, approve such transaction as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.

PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to vote on a non-binding advisory resolution approving the compensation paid to our NEOs described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. This proposal, known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officer compensation. Approval of this non-binding advisory resolution will be secured by an affirmative vote of a majority of the votes cast with respect to this proposal.
In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve, on a non-binding advisory basis, the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.”
We are asking our stockholders to indicate their support for the compensation of our NEOs. This non-binding advisory vote is not limited to any specific item of compensation, but rather addresses the overall compensation of our named executive officers and our policies and practices relating to their compensation as described in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative disclosure.
While this vote is advisory and will be non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and intend to take the results of the vote on this proposal into account in future decisions regarding the compensation of our named executive officers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADOPTION OF A NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED HEREIN.
PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION
As noted in “Proposal No. 2 — Advisory Vote on Named Executive Officer Compensation,” our stockholders are being asked to cast a vote in favor of the adoption of a non-binding advisory resolution approving the compensation of our NEOs described in this Proxy Statement. Section 14A of the Exchange Act requires us to seek input from our stockholders regarding the frequency with which we will hold future non-binding advisory votes on the compensation of our named executive officers.
The Board of Directors believes that a frequency of one year for the non-binding advisory vote on the named executive officer compensation is the optimal interval for conducting and responding to a “say-on-pay” vote.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to this proposal. The frequency of the advisory vote on executive compensation (one, two or three years) receiving the greatest number of votes cast at the Annual Meeting will be considered the frequency recommended by stockholders.
Although this advisory vote is non-binding, the Board of Directors and the Compensation Committee will review the results of the vote and will take them into account in making a determination concerning the frequency of future advisory votes on named executive officer compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “ONE YEAR” WITH RESPECT TO THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

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PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee selected and appointed the firm of KPMG to act as our independent registered public accounting firm for the year ending December 31, 2021. Ratification of the appointment of KPMG requires the affirmative vote of a majority of the votes cast in person or by proxy at a meeting at which a quorum is present. Any shares not voted, whether by abstention, broker non-vote or otherwise, have no impact on the vote.
Although stockholder ratification of the appointment of our independent auditor is not required by our bylaws or otherwise, we are submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate governance practice. Even if the selection is ratified, our Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company. If our stockholders do not ratify the Audit Committee’s selection, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent registered public accounting firm.
Representatives of KPMG are expected to be available during the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to questions from our stockholders. Please see the section entitled “Audit Committee Report - Independent Auditors” in this proxy statement for the aggregate fees billed to us for professional accounting services by KPMG for the years ended December 31, 2020 and December 31, 2019.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
STOCKHOLDER PROPOSALS
Any proposals by stockholdersStockholder Proposals in the Proxy Statement. Rule 14a-8 under the Exchange Act addresses when a company must include a stockholder’s proposal in its proxy statement and identify the proposal in its form of proxy when the company holds an annual or special meeting of stockholders. Under Rule 14a-8, in order for a stockholder proposal to be considered for inclusion in the proxy solicitation material for the 2019statement and proxy card relating to our 2022 Annual Meeting of Stockholders, including any proposals for nominees for election as director at the 2019 Annual Meeting of Stockholders,proposal must be received byat our secretary, Lisa A. Drummond, at ourprincipal executive offices no later than December 28, 2018,31, 2021. If the date of the 2022 Annual Meeting changes by more than thirty (30) days from the date that is the first anniversary of the Annual Meeting, then the deadline is a reasonable time before the Company begins to print and must comply withmail proxy materials for the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.2022 Annual Meeting.
Stockholder Proposals and Nominations for Directors to be Presented at Meetings. If a stockholder wishes to present a proposal at the 20192022 Annual Meeting of Stockholders, whether or not the proposal is intended to be included in the 20192022 proxy materials, our bylaws currently require that the stockholder give advance written notice to our secretary, Lisa A. Drummond,Chief Financial Officer, Treasurer and Secretary, Kay C. Neely, at our offices no earlier than November 28, 2018December 1, 2021, and no later than 5:00 p.m., Eastern Time, on December 28, 2018.31, 2021; provided, however, that in the event that the date of the 2022 Annual Meeting of Stockholders is advanced or delayed by more than thirty days from July 8, 2022, written notice of a stockholder proposal must be delivered not earlier than the 150th day prior to the date of the 2022 Annual Meeting of Stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 2022 Annual Meeting of Stockholders, as originally convened, or the tenth day following the day on which public announcement of the date of the 2022 Annual Meeting of Stockholders is first made. Any stockholder proposals not received by us by the applicable date in the previous sentence will be considered untimely. Rule 14a-4(c) promulgated under the Exchange Act permits our management to exercise discretionary voting authority under proxies it solicits with respect to such untimely proposals. Stockholders are advised to review the Company’s bylaws, which contain other requirements with respect to advance notice of stockholder proposals and director nominations.
ANNUAL REPORT
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, was mailed to stockholders on or about April 30, 2021. Our Annual Report on Form 10-K is incorporated in this proxy statement and is deemed a part of the proxy soliciting material.

ANY STOCKHOLDER WHO DID NOT RECEIVE A COPY OF OUR MOST RECENT ANNUAL REPORT ON FORM 10-K OR WOULD LIKE ADDITIONAL COPIES, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SEC, SHALL BE FURNISHED A COPY WITHOUT CHARGE UPON WRITTEN REQUEST TO: SILA REALTY TRUST, INC., 4890 W. KENNEDY BLVD., SUITE 650, TAMPA, FLORIDA 33609, ATTENTION: SECRETARY.
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OTHER MATTERS
As of the date of this proxy statement, we know of no business that will be presented for consideration at the 2018 Annual Meeting of Stockholders other than the items referred to above. If any other matter is properly brought before the meeting for action by stockholders, proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the boardBoard of directorsDirectors or, in the absence of such a recommendation, in accordance with the discretion of the proxy holders.
A copy of our 2017 annual report to stockholders is enclosed herewith. You may also obtain our other SEC filings and certain other information concerning us through the Internet at www.sec.gov and www.cvmissioncriticalreit2.comwww.silarealtytrust.com. Information contained in any website referenced in this proxy statement is not incorporated by reference in this proxy statement.
Sincerely,
By Order of the Board of Directors
ldsiga33.jpgkay_signature2.jpg
Lisa A. DrummondKay C. Neely
Chief Financial Officer, Treasurer and Secretary
PLEASE VOTE —- YOUR VOTE IS IMPORTANT


APPENDIX A
ARTICLES OF AMENDMENT
See attached.


CARTER VALIDUS MISSION CRITICAL REIT II, INC.
ARTICLES OF AMENDMENT

Carter Validus Mission Critical REIT II, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting the existing definition of “Roll-Up Transaction” in Article IV of the Charter in its entirety and substituting in lieu thereof the following definition to read as follows:
“Roll-Up Transaction. The term “Roll-Up Transaction” shall mean a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Corporation and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:
(a)a transaction involving securities of the Corporation that have been listed on a national securities exchange for at least twelve months; or
(b)a transaction involving the conversion to corporate, trust or association form of only the Corporation, if, as a consequence of the transaction, there will be no significant adverse change in any of the following:
(i)voting rights of the holders of Common Shares;
(ii)the term of existence of the Corporation;
(iii)Sponsor, and any Affiliate thereof, or Advisor compensation;
(iv)the Corporation’s investment objectives.”
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SECOND: The Charter is hereby further amended by deleting the existing Section 9.2(b) in Article IX of the Charter in its entirety and substituting in lieu thereof the following Section 9.2(b) to read as follows:
“(b)    The Corporation may invest in Joint Ventures with the Sponsor, any Affiliate thereof, the Advisor, one or more Directors or any Affiliate, only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approve such investment as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by the other joint venturers who are similarly situated to the Corporation.”
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THIRD: The Charter is hereby further amended by deleting the existing Section 9.3(c) in Article IX of the Charter in its entirety and substituting in lieu thereof the following Section 9.3(c) to read as follows:
“(c)    The Corporation shall not invest in or make any Mortgage unless an appraisal is obtained concerning the underlying property except for those loans insured or guaranteed by a government or government agency. In cases in which a majority of Independent Directors so determine, and in all cases in which the transaction is with the Advisor, the Sponsor, or any Affiliate thereof, any Director or any Affiliate thereof, such appraisal of the underlying property must be obtained from an Independent Appraiser. Such appraisal shall be maintained in the Corporation's records for at least five years and shall be available for inspection and duplication by any holder of Common Shares for a reasonable charge. In addition to the appraisal, a mortagee's or owner's title insurance policy or commitment as to the priority of the Mortgage or condition of the title must be obtained.

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FOURTH: The Charter is hereby further amended by deleting the existing Section 9.3(e) in Article IX of the Charter in its entirety and substituting in lieu thereof the following Section 9.3(e) to read as follows:
“(e)    The Corporation shall not invest in indebtedness secured by a Mortgage on Real Property which is subordinate to the lien or other indebtedness of the Advisor, any Director, the Sponsor, or any Affiliate thereof, or any Affiliate of the Corporation.”
FIFTH : The Charter is hereby further amended by deleting the existing Section 12.3(c) in Article XII of the Charter in its entirety and substituting in lieu thereof the following Section 12.3(c) to read as follows:
“(c)    Notwithstanding anything to the contrary contained in paragraph (a) above, the Corporation shall not provide indemnification to an Indemnitee for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the


merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which Securities were offered or sold as to indemnification for violations of securities laws.”
SIXTH: The amendments to the Charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
SEVENTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer and Treasurer on this _____ day of ______________, 2018.

ATTEST:                    CARTER VALIDUS MISSION CRITICAL REIT II, INC.



_______________________________        By: _______________________________ (SEAL)
Name: Todd M. Sakow            Name: Michael A. Seton
Title: Chief Financial Officer and Treasurer Title: Chief Executive Officer and President


APPENDIX B

DEFINITION OF INDEPENDENT DIRECTOR
Article IV of our charter defines an independent director as follows:
Independent Director. The term “Independent Director” shall mean a Director who is not on the date of determination, and within the last two years from the date of determination has not been, directly or indirectly associated with the Sponsor or the Advisor by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates, (ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, (iv) performance of services, other than as a Director, for the Corporation, (v) service as a director or trustee of more than three REITs organized by the Sponsor or advised by the Advisor or (vi) maintenance of a material business or professional relationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” if the aggregate gross income derived by the Director from the Sponsor, the Advisor and their Affiliates exceeds five percent of either the Director’s annual gross income during either of the last two years or the Director’s net worth on a fair market value basis. An indirect association with the Sponsor or the Advisor shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the Corporation.


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