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

Filed by the Registrant ý Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement
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ý		Definitive Proxy Statement
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☐		Soliciting Material Under § 240.14a-12

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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CARTER VALIDUS MISSION CRITICAL REIT II, INC.

4890 W. Kennedy Blvd., Suite 650

Tampa, Florida 33609

~~July 30, 2019~~August 21, 2020

Dear Stockholder:

You are cordially invited to attend our ~~2019~~2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on ~~September 25, 2019,~~Thursday, October 22, 2020, at 1:00 p.m. ~~local~~Eastern Time. Due to the ongoing COVID-19 pandemic and in order to continue to abide by social distancing protocols and otherwise to protect the health and safety of stockholders, employees and the community, the Annual Meeting will be a virtual meeting conducted via live audio webcast.

In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/cvreit2 by 5:00 p.m. Eastern Time on Tuesday, October 20, 2020. You will be asked to provide the control number located inside the shaded gray box on your proxy card. After completion of your registration by the registration deadline, further instructions, including a unique link to access the annual meeting, will be emailed to you one hour prior to the start of the Annual Meeting. If you open the unique link one hour prior to the start time ~~at our offices located at 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.~~of the Annual Meeting, you will be presented with a countdown page that will give you an option to join the meeting 15 minutes prior to the start time of the Annual Meeting. If you open the unique link within 15 minutes of the start time of the Annual Meeting, you will be directed to the Annual Meeting and will hear hold music until the Annual Meeting begins. Included in the e-mail will be a toll-free number to call for technical assistance in order to speak with a live agent in the event you encounter any difficulty accessing the Annual Meeting.

The virtual Annual Meeting platform is fully supported across browsers (Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio that will begin 15 minutes prior to the start of the Annual Meeting.

The matters expected to be acted upon at the meeting are described in the following Notice of the ~~2019~~ Annual Meeting ~~of Stockholders~~ and Proxy Statement. On our pre-meeting forum at www.proxydocs.com/cvreit2 you can access copies of proxy materials and vote. Although the Annual Meeting will be held in a virtual-only format this year, the Company remains committed to stockholder engagement and currently intends to return to an in-person annual meeting for future annual meetings under normal circumstances.

~~Directors~~During the question and ~~officers~~answer portion of the Annual Meeting, stockholders will be able to submit questions through the platform being used for the Annual Meeting. Such questions will not be shared with other stockholders. After the business portion of the Annual Meeting, we will hold a question and answer session during which we intend to answer appropriate questions submitted during the Annual Meeting that are pertinent to the Company, as time permits. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, and other materials for the Annual Meeting 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, Inc. and for a discussion of the business to be considered at the meeting.

www.proxydocs.com/cvreit2.

It is important that you use this opportunity to take part in the affairs of Carter Validus Mission Critical REIT II, 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.Whether 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. Voting by proxy does not deprive you of your right to attend the meeting and to vote your shares ~~in person.~~

~~We look forward to seeing you at~~during the meeting.



		Sincerely,

		Michael A. Seton
		Chief Executive Officer and President

~~Michael A. Seton~~

~~Chief Executive Officer and President~~

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

NOTICE OF ~~2019~~2020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON ~~SEPTEMBER 25, 2019~~OCTOBER 22, 2020

To Carter Validus Mission Critical REIT II, Inc. Stockholders:

NOTICE IS HEREBY GIVEN that the ~~2019~~2020 Annual Meeting of Stockholders (“Annual Meeting”) of Carter Validus Mission Critical REIT II, Inc., a Maryland corporation (the “Company,” “we,” or “us”), will be held on ~~September 25, 2019,~~Thursday, October 22, 2020 at 1:00 p.m. ~~local~~Eastern Time. Due to the ongoing COVID-19 pandemic and in order to continue to abide by social distancing protocols and otherwise to protect the health and safety of employees, stockholders and the greater community, the Annual Meeting will be a virtual meeting conducted via live audio webcast.

In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/cvreit2 by 5:00 p.m. Eastern Time on Tuesday, October 20, 2020. You will be asked to provide the control number located inside the shaded gray box on your proxy card. After completion of your registration by the registration deadline, further instructions, including a unique link to access the annual meeting, will be emailed to you one hour prior to the start of the Annual Meeting. If you open the unique link one hour prior to the start time of the Annual Meeting, you will be presented with a countdown page that will give you an option to join the meeting 15 minutes prior to the start time of the Annual Meeting. If you open the unique link within 15 minutes of the start time of the Annual Meeting, you will be directed to the Annual Meeting and will hear hold music until the Annual Meeting begins. Included in the e-mail will be a toll-free number to call for technical assistance in order to speak with a live agent in the event you encounter any difficulty accessing the Annual Meeting.

During the question and answer portion of the Annual Meeting, stockholders will be able to submit questions through the platform being used for the Annual Meeting. Such questions will not be shared with other stockholders. After the business portion of the Annual Meeting, we will hold a question and answer session during which we intend to answer appropriate questions submitted during the Annual Meeting that are pertinent to the Company, as time permits. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, and other materials for the Annual Meeting will be available at www.proxydocs.com/cvreit2.

As discussed in more detail in the accompanying proxy statement, on July 28, 2020, we entered into a Membership Interest Purchase Agreement, or the Purchase Agreement, pursuant to which we and Carter Validus Operating Partnership II, LP, or our ~~offices located at 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.~~ operating partnership, will purchase all assets from our sponsor and its affiliates necessary for the operation of our business, providing for the internalization of our external management functions, or the Internalization Transaction. The Internalization Transaction is expected to close on September 30, 2020, subject to satisfaction or waiver of certain conditions in the Purchase Agreement. Approval by our stockholders is not required under Maryland law or our governing documents for the execution of the Purchase Agreement or the consummation of the Internalization Transaction.

The purposes of the meeting are to:

1. consider and vote upon the election of ~~seven~~six directors to hold office until the ~~2020~~2021 Annual Meeting of Stockholders and until their successors are duly elected and qualify; provided, however, John E. Carter, one of our directors, has agreed to resign from our board of directors at and upon the closing of the Internalization Transaction;

2. ratify the appointment of KPMG LLP, or KPMG, as our independent registered public accounting firm for the year ending December 31, 2020; and

2.3. transact such other business as may properly come before the ~~2019~~ Annual Meeting ~~of Stockholders~~ or any adjournment or postponement 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 AND FOR THE RATIFICATION OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. HOWEVER, IF MR. CARTER’S RESIGNATION FROM OUR BOARD OF DIRECTORS IS EFFECTIVE PRIOR TO THE DATE OF THE ANNUAL MEETING, ANY VOTES CAST WITH REGARD TO MR. CARTER’S ELECTION AS A DIRECTOR WILL HAVE NO EFFECT AND THEY WILL NOT BE COUNTED.

Only stockholders of record at the close of business on ~~July 29, 2019~~August 19, 2020, or the record date, are entitled to receive this notice and to vote at the ~~2019~~ Annual ~~Meeting~~Meeting. As of ~~Stockholders.~~the close of business on the record date of August 19, 2020, there were 166,055,460 shares of our Class A common stock outstanding, 12,541,867 shares of our Class I common stock outstanding, 39,205,094 shares of our Class T common stock outstanding and 3,456,952 shares of our Class T2 common stock outstanding. We reserve the right, in our sole discretion, to adjourn or postpone the ~~2019~~ 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 ~~SEPTEMBER 25, 2019.~~OCTOBER 22, 2020.

~~THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT (A)FOR ALL STOCKHOLDERS OTHER THAN THOSE LISTED IN (B)~~The proxy statement, form of proxy card and annual report to stockholders are available (a) for all stockholders other than those listed in (b), AT WWW.PROXYPUSH.COM/CVREIT2 WITH THE USE OF THE 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.

~~You may obtain directions to attend~~at www.proxypush.com/cvreit2 with the ~~2019 Annual Meeting of Stockholders~~use 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 to 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~~

~~Kay C. Neely~~

~~Chief Financial Officer, Treasurer and Secretary~~



		Sincerely,
		By Order of the Board of Directors

		Kay C. Neely
		Chief Financial Officer, Treasurer and Secretary

Tampa, Florida

~~July 30, 2019~~

August 21, 2020

PLEASE VOTE - YOUR VOTE IS IMPORTANT

CARTER VALIDUS MISSION CRITICAL REIT II, 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 ~~2019~~ 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 board of directors is soliciting your proxy to vote your shares of the Company’s common stock at the ~~2019~~ 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 are being mailed to you on or about August ~~1, 2019.~~28, 2020. You do not need to participate in the Annual Meeting via live webcast 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 meeting~~Annual Meeting is either Michael A. Seton or Kay C. Neely. They will vote your shares of common stock as you instruct. 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.~~person (virtually). 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~~each of the director ~~nominees.~~nominees and "FOR" the ratification of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2020. 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 Mr. Carter’s resignation from our board of directors is effective prior to the date of the Annual Meeting, any votes cast with regard to Mr. Carter’s election as a director will have no effect as they will not be counted. Our board of directors currently intends to reduce its size from six to five members immediately upon the effectiveness of Mr. Carter’s resignation, which is currently expected to be September 30, 2020. If you authorize your proxy over the Internet or by telephone, please do not return your proxy card.

Q:	When is the ~~annual meeting~~Annual Meeting and where will it be held?

A:	The Annual Meeting will be held on Thursday, October 22, 2020, at 1:00 p.m. Eastern Time, which will be held as a virtual meeting via live audio webcast. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/cvreit2 by 5:00 p.m. Eastern Time on Tuesday, October 20, 2020. You will be asked to provide the control number located inside the shaded gray box on your proxy card. After completion of your registration by the registration deadline, further instructions, including a unique link to access the annual meeting, will be ~~held on September 25, 2019,~~emailed to you one hour prior to the start of the Annual Meeting.

Q:	May I ask questions during the Annual Meeting?

A:	After the business portion of the Annual Meeting, we will hold a question and answer session during which we intend to answer appropriate questions submitted during the Annual Meeting that are pertinent to the Company, as time permits. During the question and answer portion of the Annual Meeting, stockholders will be able to submit questions through the platform being used for the Annual Meeting. Such questions will not be shared with other stockholders. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting and other materials for the Annual Meeting will be available at ~~1:00 p.m. local~~www.proxydocs.com/cvreit2.



Q:	Are there check-in procedures to follow for the Annual Meeting and will technical assistance be offered during the Annual Meeting?
A:	After completion of your registration by the registration deadline, further instructions, including a unique link to access the annual meeting, will be emailed to you one hour prior to the start of the Annual Meeting. If you open the unique link one hour prior to the start time ~~at our offices located at 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.~~of the Annual Meeting, you will be presented with a countdown page that will give you an option to join the meeting 15 minutes prior to the start time of the Annual Meeting. If you open the unique link link within 15 minutes of the start time of the Annual Meeting, you will be directed to the Annual Meeting and will hear hold music until the Annual Meeting begins. Included in the e-mail will be a toll-free number to call for technical assistance in order to speak with a live agent in the event you encounter any difficulty accessing the Annual Meeting. The virtual Annual Meeting platform is fully supported across browsers (Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio that will begin 15 minutes prior to the start of the Annual Meeting.

Q:	How many shares of common stock can vote?

A:	As of the close of business on the record date of ~~July 29, 2019,~~August 19, 2020, there were ~~82,333,049~~166,055,460 shares of our Class A common stock outstanding, ~~12,520,172~~12,541,867 shares of our Class I common stock outstanding, ~~38,386,409~~39,205,094 shares of our Class T common stock outstanding and ~~3,458,671~~3,456,952 shares of our Class T2 common stock outstanding. Every stockholder of record as of the close of business on ~~July 29, 2019,~~August 19, 2020, 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.



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 meeting~~Annual 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 must be present in person (virtually) or by proxy. As of the record date, there were 221,259,373 shares of common stock outstanding, held by approximately 63,157 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 upon the election of ~~seven~~six directors, ~~each~~ to hold office for a one-year term expiring at the ~~2020~~2021 Annual Meeting of Stockholders and until his successor is duly elected and ~~qualifies~~qualifies; provided, however, John E. Carter, one of our directors, has agreed to resign from our board of directors at and upon the closing of the Internalization Transaction, (ii) ratify the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2020, and (iii) transact such other business as may properly come before the ~~annual meeting~~Annual Meeting or any adjournment or postponement thereof. If Mr. Carter’s resignation from our board of directors is effective prior to the date of the Annual Meeting, any votes cast with regard to Mr. Carter’s election as a director will have no effect as they will not be counted. Our board of directors currently intends to reduce its size from six to five members immediately upon the effectiveness of Mr. Carter’s resignation, which is currently expected to be September 30, 2020.



Q:	How does the board of directors recommend I vote on the proposals?

A:	The board of directors 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.~~statement and “FOR” the ratification of KPMG as our independent registered public accounting firm for the year ending December 31, 2020. No director has informed us that he intends to oppose any action intended to be taken by us. As noted above, if Mr. Carter’s resignation from our board of directors is effective prior to the date of the Annual Meeting, any votes cast with regard to Mr. Carter’s election as a director will have no effect as they will not be counted.

Q:	Who is entitled to vote?

A:	Anyone who owned our common stock at the close of business on ~~July 29, 2019,~~August 19, 2020, the record date, is entitled to vote at the ~~annual meeting.~~Annual Meeting. As a stockholder of record, you may vote in person (virtually) at the Annual Meeting by visiting www.proxydocs.com/cvreit2, which provides rights and opportunities to vote and ask questions equivalent to in-person meetings of stockholders, or authorize a proxy to vote your shares as set forth herein.

Q:	What vote is required to approve each proposal that comes before the ~~annual meeting?~~Annual Meeting?

A:	The holders of a majority of the shares of common stock of the Company entitled to vote who are present in person (virtually) 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 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 will continue to serve as a “holdover” director until his successor is duly elected and qualifies. John E. Carter has agreed to resign from our board of directors at and upon the closing of the Internalization Transaction, which is currently expected to be September 30, 2020, subject to customary closing conditions. If Mr. Carter’s resignation from our board of directors is effective prior to the date of the Annual Meeting, any votes cast with regard to Mr. Carter’s election as a director will have no effect as they will not be counted. Our board of directors currently intends to reduce its size from six to five members immediately upon the effectiveness of Mr. Carter’s resignation. To ~~elect~~approve 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 proxy~~all 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 against~~have no impact on the proposal to ~~elect~~ratify the ~~director nominees.~~appointment of KPMG.

Q:	How do I vote?

A:	You may vote your shares of common stock either in person (virtually) or by proxy. In order to vote in person (virtually), you must attend the ~~annual meeting.~~Annual Meeting. Whether you plan to attend the ~~meeting~~Annual Meeting and vote in person (virtually) 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 (virtually), and any previous votes or proxies that you submitted will be superseded by the vote that you cast at the ~~annual meeting.~~Annual Meeting. 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 voted (i) FOR ~~ALL~~each of the nominees for director, (ii) FOR ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2020, and ~~(ii)~~(iii) with respect to any other proposals to be voted upon, in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in the discretion of the proxies. As noted above, if Mr. Carter’s resignation from our board of directors is effective prior to the date of the Annual Meeting, any votes cast with regard to Mr. Carter’s election as a director will have no effect as they will not be counted.



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 (virtually) or by proxy at the ~~annual meeting~~Annual 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 Kay C. Neely, our Chief Financial Officer, Treasurer and Secretary, in writing at our offices located at 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609;

	(2)	Virtually attending the ~~meeting~~Annual Meeting and ~~voting in person;~~voting; or

	(3)	~~authorizing~~Authorizing another proxy again at a later date using the same procedure as set forth above, but before the ~~annual meeting~~Annual Meeting date. Only the most recent 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 meeting~~Annual Meeting other than the election of directors and ratification of auditors, if any other business is properly presented at the ~~annual meeting,~~Annual Meeting, your proxy gives authority to Michael A. Seton, our Chief Executive Officer and President, and Kay C. Neely, our Chief Financial Officer, Treasurer and 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 ~~$120,000,~~$203,100, 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.



Q:	If I ~~plan to attend~~share 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:	~~While~~ The 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 ~~are not required~~and the Company. It reduces the volume of duplicative information received at your household and helps the Company reduce expenses. Each stockholder subject to ~~notify anyone in order~~householding will continue to ~~attend the annual meeting, if you do plan to attend the meeting, we would appreciate it if you would mark the appropriate box on the applicable enclosed~~receive a separate proxy card or ~~call~~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 a stockholder that receives multiple copies of our proxy materials, you may request householding by contacting us ~~at 813-287-0101 to let us know how many stockholders will be attending~~in the ~~meeting~~same manner and requesting a ~~suitable meeting room for the attendees can be prepared.~~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:

CVREIT II: Carter Validus Mission Critical REIT II, Inc. Attn: Kay C. Neely, Secretary 4890 W. Kennedy Blvd., Suite 650 Tampa, Florida 33609 (813) ~~287-0101~~316-4337 Mediant Communications, Inc. P.O. Box 8035 Cary, North Carolina 27512-9916 (844)-391-3599

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

At the ~~annual meeting,~~Annual Meeting, you and the other stockholders will vote on the election of all ~~seven~~six members of our board of directors. ~~Those~~With the exception of John E. Carter, as discussed below, persons elected will serve as directors until the ~~2020~~2021 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The board of directors has nominated the following people for re-election as directors:

~~Michael A. Seton~~

~~John E. Carter~~

~~Robert M. Winslow~~

Jonathan Kuchin

~~Ronald Rayevich~~

Randall Greene

Roger Pratt

Ronald Rayevich

Michael A. Seton

John E. Carter

On July 28, 2020, we entered into a Membership Interest Purchase Agreement, or the Purchase Agreement, pursuant to which we and our operating partnership will purchase all assets from our sponsor and its affiliates necessary for the operation of our business, providing for the internalization of our external management functions, or Internalization Transaction. The Internalization Transaction is currently expected to close on September 30, 2020, subject to satisfaction or waiver of certain conditions in the Purchase Agreement. Approval by our stockholders is not required under Maryland law or our governing documents for the execution of the Purchase Agreement or the consummation of the Internalization Transaction.

On July 28, 2020, Mr. Carter agreed, pursuant to the Purchase Agreement and as a closing condition therein, to resign as a director of the Board, effective at and upon the closing of the Internalization Transaction. If Mr. Carter’s resignation from our board of directors is effective prior to the date of the Annual Meeting, any votes cast with regard to Mr. Carter’s re-election as a director will have no effect as they will not be counted. Our board of directors currently intends to reduce its size from six to five members immediately upon the effectiveness of Mr. Carter’s resignation.

Each of the nominees for director is a current member of our board of 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 and any other person relating to his 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 board 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 ~~all~~the shares of common stock of the Company entitled to vote who are present in person (virtually) 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, ~~is necessary~~vote to elect a director. This means that a nominee for the ~~election of a director. For purposes of the election~~board of directors ~~abstentions~~needs to receive more votes for his 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 ~~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, or instruction by telephone or over~~board of directors. If an incumbent nominee for the ~~Internet, indicating “WITHHOLD ALL”~~board of directors fails to receive the required number of votes for re-election, then under Maryland law, he will ~~be considered~~continue to serve as a ~~vote against all directors.~~“holdover” director until his successor is duly elected and qualifies.

THE BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE “FOR ~~ALL”~~” EACH OF THE SIX NOMINEES FOR ELECTION AS DIRECTORS.IF MR. CARTER’S RESIGNATION FROM OUR BOARD OF DIRECTORS IS EFFECTIVE PRIOR TO THE DATE OF THE ANNUAL MEETING, ANY VOTES CAST WITH REGARD TO MR. CARTER’S ELECTION AS A DIRECTOR WILL HAVE NO EFFECT AND THEY WILL NOT BE COUNTED.

CERTAIN INFORMATION ABOUT OUR BOARD OF DIRECTORS AND MANAGEMENT

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 board of directors.

Board Membership Criteria and Selection of Directors

The board of directors annually reviews the appropriate experience, skills and characteristics required of board members in the context of the then-current membership of the board. This assessment includes, in the context of the perceived needs of the board at that time, issues of knowledge, experience, judgment and skills such as an understanding of the real estate industry or brokerage industry 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 board of directors 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 board of directors is responsible for selecting its own nominees and recommending them for election by the stockholders. Each of our nominees was recommended by our board of 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 board of directors solicits candidate recommendations from its own members and management of the Company. We have not and do not currently employ or pay a fee to any 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 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 made by stockholders must be submitted within the time frame required to request a proposal to be included in the proxy materials. See “Stockholder Proposals” below for more information on procedures to be followed by our stockholders in submitting such recommendations. In evaluating the persons recommended as potential directors, our board of directors will consider each candidate without regard to the source of the recommendation and take into account those factors that our board of directors determines are relevant. Stockholders may directly nominate potential directors (without the recommendation of our board of 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 board of directors is guided by the principle that each director should (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 board of directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, 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 board of directors to fulfill its responsibilities.

Director Nominees

Our board of directors has nominated each of the following individuals for election as a director to serve until our ~~2020~~2021 Annual Meeting of Stockholders and until their successors are duly elected and qualify. Messrs. Kuchin, Greene, ~~Rayevich~~Pratt and ~~Pratt~~Rayevich are independent directors.

Upon the execution of the Purchase Agreement, Mr. Carter resigned as the Chairman of our board of directors. In connection with Mr. Carter’s resignation as Chairman of our board of directors, on July 28, 2020, our board of directors designated Mr. Kuchin, a current independent director of our board of directors and the chairman of our audit committee, to serve as the Chairman of our board of directors, effective immediately.



Name	Age	Positions
~~John E. Carter~~Jonathan Kuchin	5969	Chairman of the Board
~~Michael A. Seton~~	47	~~Director~~
~~Robert M. Winslow~~	69	~~Director~~
~~Jonathan Kuchin~~	68	~~Director~~ (Independent)
Randall Greene	7071	Director (Independent)
Roger Pratt	67	Director (Independent)
Ronald Rayevich	7677	Director (Independent)
~~Roger Pratt~~Michael A. Seton	6648	Chief Executive Officer, President and Director
John E. Carter	60	Director ~~(Independent)~~

~~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 2015 and 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 founded and 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. In March 2019, Mr Carter founded and serves as Executive Chairman and member of the Investment Committee at Carter Exchange Fund Management, LLC. He also serves as Executive Chairman of CX Reagan Crossing Manager, LLC. Mr. Carter has more than 37 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 (currently Seacoast Bank), a community bank located in Tampa, Florida, serving on the Board from August 2007 until the Bank was sold in April 2017. Mr. Carter is a licensed real estate broker, a retired member of the IPA Board and Executive Committee, a member of IPA’s PAC Board 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.

~~Michael A. Seton~~ has served as a director of Carter Validus Mission Critical REIT II, Inc. since July 2018, Chief Executive Officer since April 2018 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. Mr. Seton has served as a member of the Investment Committee of Carter/Validus Advisors, LLC since November 2010. 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 Investment Committee of Carter Validus Advisors II, LLC since January 2013. Mr. Seton co-founded and 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, and has served as the President of Carter/Validus Advisors, LLC since December 2009. He co-founded and 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 than 20 years of real estate investment and finance 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 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 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.

~~Robert M. Winslow~~ has been a director since July 2016. He has also served as a member of the Investment Committee of Carter Validus Advisors II, LLC since January 2013. Mr. Winslow served as the Executive Vice President of Construction, Development and Special Projects of Carter Validus Advisors II, LLC from May 2015 to August 2018. 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 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 Construction, Development and Special Projects of Carter/Validus Advisors, LLC from May 2015 to August 2018. He 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.

Jonathan Kuchin has been an independent director since 2014, the chairman of our audit committee since April ~~2014. Mr. Kuchin has also served as an independent director~~2014 and chairman of ~~Carter Validus Mission Critical REIT, Inc.~~our board of directors since ~~March 2011.~~July, 2020. 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 initial public offerings, public financings, mergers and acquisitions, compensation issues (i.e., options, warrants, phantom stock, restricted stock), and implementation and compliance with the Sarbanes-Oxley Act of 2002, or SOX. Mr. Kuchin served as an independent director of Carter Validus Mission Critical REIT, Inc. from March 2011 to October 2019. On June 30, 2010, Mr. Kuchin retired as a tax partner from PricewaterhouseCoopers, or PwC. At retirement, he was a real estate tax partner in the New York City office, 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. From October 1988 to July 1997, when he was admitted to the Coopers and Lybrand partnership, Mr. Kuchin held various positions with Coopers & Lybrand. Mr. Kuchin obtained a ~~Bachelor’s degree~~Bachelor of Science in ~~Business Economics~~business economics from the University of California, Santa Barbara in

March of 1981. Mr. Kuchin was selected to serve as an independent director because of his significant real estate experience and his expansive knowledge in the public accounting and real estate industries.

Randall Greene has been anour independent director and a member of our audit committee 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~~where 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 ~~serves~~has served as the Director and an Audit Committee Member for Carter Multifamily Growth & Income Fund since December ~~2017.~~2017 and an Audit Committee Member for Carter Multifamily Growth & Income Fund II since March 2020. Also, 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 also served as an independent director of Carter Validus Mission Critical REIT, Inc. from July 2010 to October 2019. 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~~1980 to 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,~~Bachelor of Science with distinction from Eckerd College in St. Petersburg, Florida in 1986 and a ~~Masters in~~Master of 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.

~~Ronald Rayevich~~ has been an independent director since April 2014. Mr. Rayevich has also 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. In 1995, following an early retirement, Mr. Rayevich formed Raymar Associates, Inc. and since that time has been active as a commercial real estate consultant. Recent clients include the Carlyle Realty, L.P., a Washington, DC based real estate investment arm of the Carlyle Group from 1996 to 2011 and Advance Realty, a New Jersey based real estate investment and development company (1995 through 2012 and 2015 to date), where he currently serves as a member of its Advisory Board. Mr. Rayevich spent most of his career with Prudential Insurance Company (now Prudential Financial) (1965 to 1979 and from 1985 to the end of 1994), last serving as President and COO 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, Mr. Rayevich was Managing Director, Investment Banking, with Prudential-Bache Securities (now Wells Fargo Advisors). And from 1979 to 1982, he served as Vice President for Investments at Columbia University with management responsibility for the university’s entire endowment. Mr. Rayevich holds a BA in History from The Citadel (1964) and an MBA in Finance from Florida State University (1971). In 1997 he served as National President (now-Chairman) of NAIOP, the Commercial Real Estate Development Association. As a Director Emeritus of this 19,000-member commercial real estate association, he was the founder of its National Forums program and founding Chairman and Governor of the NAIOP Research Foundation, where he continues to be active as Chair of its Audit and Investment Committees. Since 1991 he has been a Full Member of the Urban Land Institute. He has served for 12 years (2003 - 2015) as a member of The Citadel Trust, which manages a $90 million portion of The Citadel’s endowment and was elected its Chairman for the maximum term of six years. Mr. Rayevich was selected to serve as an independent director due to his significant experience in the real estate and financial services industries and he brings valuable knowledge and insight into the real estate investment process.

Roger Pratthas been anour independent director and member of ~~the Audit Committee of Carter Validus Mission Critical REIT II, Inc.~~our audit committee since July 2018. Mr. Pratt currently serves as Senior Advisor to the Elite International Investment Fund. 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 under management. Mr. Pratt served as a member of PREI’s U.S., Latin American and Global Investment and Management Committees. Mr. Pratt directed open-end, closed-end, and single client account funds, and played a leading role in raising capital from more than 100 institutional investors including public, corporate and union funds as well as foundations and endowments. As the Co-Chief Risk & Investment Officer at PREI from 2012 to 2014, Mr.

Pratt developed a strategic plan for PREI’s global proprietary capital portfolio, initiated a global portfolio review process, revamped and standardized the firm’s investment committee cases, created a Global Investment Committee, and instituted a “scorecard” for new products and funds. As a US Senior Portfolio Manager at PREI from 1995 to 2011, he directed open-end, closed-end and single client funds with gross assets over $13 billion during his tenure. From 1992 to 1995, he was the Portfolio Manager, and from 1995 to 2011 the Senior Portfolio Manager, of Prudential’s enhanced core equity real estate portfolio, PRISA II. On behalf of PRISA II, he served on the board of trustees of Starwood Hotels and Resorts Worldwide, Inc. from 1997 to 1999 ~~(NYSE:~~(formerly NYSE: HOT). In 2003, Mr. Pratt developed and launched PRISA III, serving as its Senior Portfolio Manager until 2010. He also directed PREI’s US Single Client accounts from 1997 to 2011, and its Senior Housing platform from 2003 to 2010. Mr. Pratt began his career with the Prudential Realty Group (PRG) in 1982 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. Mr. Pratt earned a ~~Master’s~~Master of Regional Planning in 1976 from the University of North Carolina and a ~~Master’s in~~Master of Business Administration in 1982 as a Dean’s Scholar from the University of North Carolina. He received his B.A. as a Phi Beta Kappa graduate of the College of William and Mary in Williamsburg, Virginia in 1974. From 1976 to 1980, he served as a Community Development Planner for the State of North Carolina. 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 was selected to serve as an independent director because of his significant real estate and capital markets experience.

Ronald Rayevich has been our independent director and a member of our audit committee since April 2014. He has been active in residential and commercial real estate and investment management since 1965. In 1995, following an early retirement, Mr. Rayevich formed Raymar Associates, Inc. and since that time has been active as a commercial real estate consultant. Recent clients include Carlyle Realty, L.P., a Washington, DC based real estate investment arm of the Carlyle Group (1996 to 2011) and Advance Realty, a New Jersey based real estate investment and development company (1995 through 2012 and 2015 to 2019), where he served as a member of its Advisory Board. Mr. Rayevich also served as an independent director of Carter Validus Mission Critical REIT, Inc. from July 2010 to October 2019. Mr. Rayevich spent most of his career with Prudential Insurance Company (now Prudential Financial) (1965 to 1979 and from 1985 to the end of 1994), last serving as President and COO 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, Mr. Rayevich was Managing Director, Investment Banking, with Prudential-Bache Securities (now Wells Fargo Advisors). From 1979 to 1982, he served as Vice President for Investments at Columbia University with management responsibility for the university’s entire endowment. Mr. Rayevich holds a Bachelor of Arts in history from The Citadel (1964) and a Master of Business Administration with a specialization in Finance from Florida State University (1971). In 1997 he served as National President (now-Chairman) of NAIOP, the Commercial Real Estate Development Association. As a Director Emeritus of this 19,000-member commercial real estate association, he was the founder of its National Forums program and founding Chairman and Governor of the NAIOP Research Foundation, where he continues to be active as Chair of its Audit and Investment Committees. Since 1991 he has been a Full Member of the Urban Land Institute. He has served for 12 years (2003 to 2015) as a member of The Citadel Trust, which manages a $90 million portion of The Citadel’s endowment and was elected its Chairman for the maximum term of six years. Mr. Rayevich was selected to serve as an independent director due to his significant experience in the real estate and financial services industries and he brings valuable knowledge and insight into the real estate investment process.

Michael A. Seton has served as our director since July 2018, Chief Executive Officer since April 2018 and as our President since March 2015. He also previously served as the Chief Executive Officer of Carter Validus Mission Critical REIT, Inc. from April 2018 until its sale in October 2019 and as the President of Carter Validus Mission Critical REIT, Inc. from March 2015 until its sale in October 2019. Mr. Seton also served as a member of the Investment Committee of Carter/Validus Advisors, LLC from November 2010 until its sale in October 2019. 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 Investment Committee of Carter Validus Advisors II, LLC since January 2013. Mr. Seton co-founded and 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 served as the Chief Executive Officer of Carter/Validus Advisors, LLC from April 2018 until its sale in October 2019, served as the Co-Chief Executive Officer from August 2015 to April 2018, as the Chief Investment Officer from July 2011 to April 2012, and has served as the President of Carter/Validus Advisors, LLC from December 2009 until its sale in October 2019. He co-founded and served as Chief Executive Officer of Carter/Validus REIT Investment Management Company, LLC until its sale in October 2019, served as Co-Chief Executive Officer from July 2015 to April 2018 and served as President of Carter/Validus REIT Investment Management Company, LLC from December 2009 until its sale in October 2019. Mr. Seton has served as the Chief Executive Officer of CV REIT Management Company, LLC since March 2018 and served as Co-Chief Executive Officer from October 2015 to April 2018. Mr. Seton previously served as Chief Executive Officer of CV Data Center Growth & Income Fund Manager, LLC from May 2018, its inception, until the sale of its management business in December 2019. He also served on the Investment Committee of CV Data Center Growth & Income REIT Advisors, LLC from May 2018 until December 2019. Mr. Seton has 25 years of real estate investment and finance 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 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 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.

John E. Carter has served as our director since April 2014 and the chairman of our board of directors from January 2013 through July 28, 2020. Mr. Carter served as our Chief Executive Officer from January 2013 to April 2018. Mr. Carter founded and served as the chairman of the board of directors of Carter Validus Mission Critical REIT, Inc. from December 2009 to October 2019 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 2015 and as Co-Chief Executive Officer of Carter Validus REIT Management Company II, LLC, from July 2015 to April 2018. Mr. Carter founded and served as Executive Chairman of Carter/Validus Advisors, LLC until October 2019 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 from December 2009 to October 2019. Mr. Carter founded and served as Executive Chairman of Carter/Validus REIT Investment Management Company, LLC until October 2019 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 served as Executive Chairman of CV REIT Management Company, LLC until October 2019 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 founded and 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. In March 2019, Mr. Carter founded and serves as Executive Chairman and member of the Investment Committee at Carter Exchange Fund Management, LLC. He also serves as Executive Chairman of CX Reagan Crossing Manager, LLC. Mr. Carter also serves as Executive Chairman of Carter Funds and Allegiant Management, which was formed in November 2019 to provide property management services to the Carter Fund Properties. Mr. Carter also serves as Chairman of the board of directors of Carter Multifamily Growth & Income Fund II, LLC. He also serves as Executive Chairman and as a member of the investment committee of the advisor of Carter Multifamily Growth & Income Fund II, LLC. Mr. Carter has more than 38 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 (currently Seacoast Bank), a community bank located in Tampa, Florida, serving on the Board from August 2007 until the Bank was sold in April 2017. Mr. Carter is a licensed real estate broker, a member of the IPA Board and Executive Committee, a member of IPA’s PAC Board and is a member of NAREIT’s Public Non-Listed REIT Council Executive Committee. Mr. Carter obtained a Bachelor of Science in economics with a minor in mathematics from St. Lawrence University in Canton, New York in 1982 and a Master of 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.

Attendance at Board Meetings and the Annual Stockholder Meeting

The board of directors held ~~eleven~~13 meetings during the fiscal year ended December 31, ~~2018.~~2019. Each of our incumbent directors attended at least ~~81%~~85% of the aggregate total number of meetings of our board of directors 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 board of directors 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 board of directors at our Annual Meeting, ~~of Stockholders,~~ we encourage all of our directors to attend. ~~Three~~Four of our directors attended the ~~2018~~2019 Annual Meeting of Stockholders.

Director Independence

As required by our charter, a majority of the members of our board of directors must qualify as “independent directors” as affirmatively determined by the board of directors. Our board of directors consults with our legal counsel and counsel to the independent directors, as applicable, to ensure that our board of directors’ determinations 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 family members, and the Company, our senior management and our independent registered public accounting firm, the board has determined that Messrs. Kuchin, Greene, Rayevich and Pratt, 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, was attached as an appendix to the proxy statement for our 2018 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2018. 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 committee is composed of Messrs. Kuchin, Greene, ~~Rayevich~~Pratt and ~~Pratt,~~Rayevich, all four of whom are independent directors. The audit committee reports regularly to the full board and annually evaluates its performance. The audit committee meets periodically during the year, usually in conjunction with regular meetings of the board. The 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 board of directors has adopted a charter for the audit committee that sets forth its specific functions and responsibilities. The audit committee charter can be located on our website at

www.cvmissioncriticalreit2.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 four members of the audit 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 four members of the audit committee have significant financial and/or accounting experience, the board of directors has determined that Mr. Kuchin satisfies the SEC’s requirements for an “audit committee financial expert” and has designated Mr. Kuchin as our audit committee financial expert. The audit committee met five times during ~~2018.~~2019.

Compensation Committee

~~Our~~For the fiscal year ended December 31, 2019, our board of directors ~~believes~~believed that it iswas appropriate for our board not to have a standing compensation committee based upon the fact that our executive officers, including our principal financial officer, and non-independent directors dodid not receive compensation directly from us for services rendered to us ~~and~~during the fiscal year ended December 31, 2019. Upon the closing of the Internalization Transaction, we ~~do not intend~~expect to ~~pay any~~establish a compensation ~~directly~~committee with the primary functions of setting compensation programs that apply generally to our employees; reviewing compensation with respect to directors; reviewing and making recommendations to our board of directors regarding the compensation structure for all current named executive officers ~~or non-independent directors.~~and other key employees, including salaries, cash incentive awards and participation in equity incentive plans; and reviewing goals and objectives relevant to named executive officers' compensation and evaluating their performance.

Nominating Board of Directors - Functions

We believe that our board of directors is qualified to perform the functions typically delegated to a nominating committee, and that the formation of a separate committee is not necessary at this time. Therefore, all members of our board of directors develop the criteria necessary for prospective members of our board of directors and participate in the consideration of director nominees. The primary functions of the members of our board of directors 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 board of directors, including those recommended by stockholders, and formally propose the slate of director nominees for election by the stockholders at the ~~annual meeting.~~Annual Meeting.

Upon the closing of the Internalization Transaction, we expect to establish a nominating and corporate governance committee that will identify individuals qualified to become directors and provide recommendations as to director nominees and appointments to our board of directors, review the composition, organization, function and performance of our board of directors and its committees and exercise general oversight over our corporate governance policy matters.

Special Committee

In addition, in connection with the proposed 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 serves as the chairperson of the special committee.

Communication with Directors

We have established procedures for stockholders or other interested parties to communicate directly with our board of directors. Such parties can contact the board of directors by mail at: Chairman of Board of Carter Validus Mission Critical REIT II, Inc. ~~Audit Committee,~~ c/o Corporate Secretary, 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.

The chairman of ~~the audit committee~~our board of directors will receive all communications made by these means, and will distribute such communications to such member or members of our board of directors 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 committee for review.

Board Leadership ~~Structure; Independent Lead Director~~Structure

The board of directors believes that independent oversight of management is an important component of an effective board of directors. 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,~~Our Board 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 and in the best interests of our stockholders 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 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 ~~presides~~and our Chief Executive Officer. Mr. Kuchin, an independent director of our board of directors, was elected by our board of directors as chairman of the board of directors effective July 28, 2020. As chairman of our board of directors, Mr. Kuchin will preside over meetings of ~~the~~our board of 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 presides over the annual meeting of stockholders. The board 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.

The board of directors 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 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. 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 board 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. The audit committee is comprised 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 of the independent directors. The fees paid to our advisor must be deemed reasonable,

as determined by our independent directors, on an annual basis. On July 28, 2020, we entered into the Purchase Agreement, which is intended to provide for the internalization of our external management functions, including the services provided to us and our operating partnership by our advisor. The Internalization Transaction is currently expected to close on September 30, 2020, subject to the satisfaction or waiver of certain conditions in the Purchase Agreement.

The Board’s Role in Risk Oversight

The board of directors oversees our stockholders’ interest in the long-term health and the overall success of the Company and its financial strength.

The board of directors 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.

In addition, the audit committee is responsible for assisting the board of directors in overseeing the Company’s management of risks related to financial reporting. The 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 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 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 board of directors has adopted a Code of Business Conduct and Ethics that is applicable to all members of our board of directors, our officers and employees, and the employees of our advisor. The policy may be located on our website at www.cvmissioncriticalreit2.com by clicking on ~~“Corporate Governance,~~“Investors,” “About Us,” “Governance Documents,” and then on “Code of ~~Business Conduct and Ethics.~~Conduct.” 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

Directors who are also officers ~~employees~~ or ~~otherwise an affiliate~~employees of our advisor or their affiliates (Messrs. ~~Carter, Winslow~~Seton and ~~Seton)~~Carter) do not receive any special or additional remuneration for service on the board of directors or any of its committees. ~~Each~~From January 1, 2019 through November 7, 2019, each non-employee director ~~receives~~received compensation for service on the board of directors and any of its committees as provided below:

an annual retainer of $40,000;

an additional ~~retainer of $45,000 for the special committee board members;~~

~~an additional~~ annual retainer of $10,000 to the chairman of the audit ~~committee (the additional annual retainer to the chairman of the audit committee increased from $7,500 to $10,000, effective September 1, 2018);~~committee;

$2,000 for each quarterly in-person board ~~meeting attended in person;~~meeting;

$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);

$5,000 per month for each of the special committee board members beginning December 1, 2019, and ending on the earlier of (i) the consummation of a transaction and (ii) dissolution of the special 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 chairman of the audit committee, if there is a meeting of that committee).

All directors ~~receive~~received reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors.

In connection with the proposed Internalization Transaction, our board of directors formed a special committee comprised of Messrs. Kuchin, Green, Pratt and Rayevich to, among other things, review, evaluate, negotiate and approve the Internalization Transaction. Mr. Kuchin serves as the chairperson of the special committee. Each member of the special committee is paid a monthly fee of $5,000, starting December 1, 2019, and ending on the earlier of (i) the consummation of the Internalization Transaction and (ii) dissolution of the special committee, for service on the special committee and shall be reimbursed for all out-of-pocket expenses in connection with the performance of his duties.

Further, as of December 31, 2019, we ~~have~~had 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~~provided 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. Please see below under "Amended and Restated Incentive Plan" for information on the A&R Incentive Plan, as defined below, and "Independent Director Compensation" for the cash compensation that the independent directors are entitled to receive commencing on November 7, 2019.

Amended and Restated Incentive Plan

On March 6, 2020, our board of directors approved 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 and employees (if we ever have employees), employees of our advisor and its affiliates, employees of entities that provide services to us, directors of our advisor or of entities that provide services to us, certain of our consultants and certain consultants to our 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.

On March 6, 2020, our board of directors determined to revise the amounts of restricted Class A common stock the independent directors are entitled to receive each year as provided below.

On March 10, 2020, we granted each independent director 2,415 shares of restricted Class A common stock, with a per share price of $8.65, and beginning July 1, 2020 and each July 1 thereafter, we will grant 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 over a three-year period following the first anniversary of the date of grant in increments of 33.34% per annum.

In connection with the pending Internalization Transaction, in consultation with FPL Associates L.P., or FPL, a compensation consultant engaged in connection with the Internalization Transaction, our special committee determined to recommend to our board of directors, the following amounts of restricted Class A common stock the independent directors are entitled to receive each year as follows, which are expected to be approved by our board of directors and effective as of the closing of the Internalization Transaction:

We will annually grant each independent director $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.

Revised Independent Director 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 will receive 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 telephonic).

In connection with the pending Internalization Transaction, in consultation with FPL, our special committee determined to recommend to our board of directors that it approve the following annual compensation amounts for our independent directors, effective as of the closing of the Internalization Transaction, which are expected to be approved by our board of directors and effective as of the closing of the Internalization Transaction:

Each of our independent directors will receive an annual base retainer of $90,000;

The chairman of the audit committee will receive an additional annual cash amount of $15,000;

The chairman of our board of directors will receive an additional annual cash amount of $50,000;

The chairman of the compensation committee, which is not yet formed, will receive an additional annual cash amount of $10,000; and

The chairman of the nominating and corporate governance committee, which is not yet formed, will receive an additional annual cash amount of $10,000.

Further, we expect that our board of directors will approve the following meeting fees, to be effective as of the closing of the Internalization Transaction:

Each of the members of the audit committee will receive $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, which is not yet formed, will receive $1,500 for each regularly scheduled meeting (whether in person or telephonic); and

Each of the members of the compensation committee, which is not yet formed, will receive $1,500 for each regularly scheduled meeting (whether in person or telephonic).

Director Resignation

On April 24, 2020, Robert M. Winslow resigned from our board of directors, effective immediately. Mr. Winslow’s resignation was not a result of any disagreement with our board of directors on any matter relating to our operations, policies or practices. As a result of Mr. Winslow’s resignation, our board of directors reduced its size so that it now has six members, four of whom are independent directors.

On July 28, 2020, Mr. Carter agreed, pursuant to the Purchase Agreement and as a closing condition therein, to resign as a director of our board of directors, effective at and upon the closing of the Internalization Transaction, which is currently expected to be September 30, 2020, subject to satisfaction or waiver of certain conditions in the Purchase Agreement. Our board of directors currently intends to reduce its size from six to five members immediately upon the effectiveness of Mr. Carter’s resignation.

In addition, on July 28, 2020, pursuant to the Purchase Agreement, Mr. Carter resigned as the Chairman of our board of directors, effective immediately. On July 28, 2020, our board of directors designated Mr. Kuchin as Chairman of our board of directors, effective immediately.

Director Compensation Table

The following table sets forth certain information with respect to our director compensation during the year ended December 31, ~~2018:~~2019:


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		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
Jonathan Kuchin ⁽¹⁾																$	82,222	$	27,750	$	—	$	—	$	—	$	20,648	⁽³⁾	$	130,620
Randall Greene ⁽¹⁾																$	70,028	$	27,750	$	—	$	—	$	—	$	13,181	⁽⁴⁾	$	110,959
Roger Pratt ⁽¹⁾																$	100,028	$	27,750	$	—	$	—	$	—	$	5,155	⁽⁵⁾	$	132,933
Ronald Rayevich ⁽¹⁾																$	100,028	$	27,750	$	—	$	—	$	—	$	11,923	⁽⁶⁾	$	139,701
Michael A. Seton																$	—	$	—	$	—	$	—	$	—	$	—		$	—
John E. Carter	$	—	$	—	$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—
Michael A. Seton	$	—	$	—	$	—	$	—	$	—	$	—		$	—
Robert M. Winslow	$	—	$	—	$	—	$	—	$	—	$	—		$	—
Jonathan Kuchin ⁽¹⁾	$	65,833	$	27,540	$	—	$	—	$	—	$	16,040	⁽⁵⁾	$	109,413
Randall Greene ⁽²⁾	$	55,500	$	27,540	$	—	$	—	$	—	$	10,350	⁽⁶⁾	$	93,390
Ronald Rayevich ⁽³⁾	$	70,500	$	27,540	$	—	$	—	$	—	$	12,289	⁽⁷⁾	$	110,329
Roger Pratt ⁽⁴⁾	$	31,833	$	27,540	$	—	$	—	$	—	$	3,787	⁽⁸⁾	$	63,160
Robert M. Winslow ⁽²⁾																$	—	$	—	$	—	$	—	$	—	$	—		$	—



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, LLC	~~20,000~~29,362		*
Directors
~~John E. Carter~~	⁽³	⁾	*
~~Michael A. Seton~~	⁽⁴	⁾	*
~~Robert M. Winslow~~	⁽⁵	⁾	*
Jonathan Kuchin⁽⁶⁾⁽³⁾	~~18,496~~47,698		*
Randall Greene ⁽⁶⁾⁽⁴⁾	~~17,314~~46,472		*
Roger Pratt ⁽⁵⁾	16,014		*
Ronald Rayevich ⁽⁶⁾	~~15,000~~39,990		*
Michael A. Seton	~~Roger Pratt~~⁽⁷	⁽⁶⁾⁾	~~3,204~~*
John E. Carter	⁽⁸	⁾	*
Executive Officers
Kay C. Neely	⁽⁷⁹	⁾	*
All officers and directors as a group (8(7 persons)	~~74,014~~179,536		*


	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2019		Year Ended December 31, 2018
Audit fees	$	514,000	$	595,000	$	906,500	$	514,000
Audit-related fees	—		—		—		—
Tax fees	—		—		—		—
All other fees	10,890		10,890		10,000		10,890
Total	$	524,890	$	605,890	$	916,500	$	524,890


		Payable								Payable
		March 31, 2019			December 31, 2018					June 30, 2020		December 31, 2019
Fee	Entity				December 31, 2018			Entity		June 30, 2020		December 31, 2019
Other offering costs reimbursement	Carter Validus Advisors II, LLC and its affiliates	March 31, 2019	$	—		$	89
Selling commissions and dealer manager fees	SC Distributors, LLC	—			—
Distribution and servicing fees	SC Distributors, LLC	9,300			10,218				SC Distributors, LLC	$	4,591	$	6,210
Acquisition fees	Carter Validus Advisors II, LLC and its affiliates	—			32
Asset management fees	Carter Validus Advisors II, LLC and its affiliates	1,165			1,182				Carter Validus Advisors II, LLC and its affiliates	1,991		2,100
Property management fees	Carter Validus Real Estate Management Services II, LLC	483			420				Carter Validus Real Estate Management Services II, LLC	528		433
Operating expense reimbursement	Carter Validus Advisors II, LLC and its affiliates	224			421				Carter Validus Advisors II, LLC and its affiliates	479		518
Leasing commission fees	Carter Validus Real Estate Management Services II, LLC	3			25				Carter Validus Real Estate Management Services II, LLC	373		299
Construction management fees	Carter Validus Real Estate Management Services II, LLC	181			40				Carter Validus Real Estate Management Services II, LLC	187		199
Total		$	11,356		$	12,427				$	8,149	$	9,759



		Incurred
		Six Months Ended June 30,			Year Ended December 31,
Fee	Entity	2020			2019
Distribution and servicing fees ⁽¹⁾	SC Distributors, LLC	$	(59	)	$	(563	)
Acquisition fees and costs	Carter Validus Advisors II, LLC and its affiliates	97			26,072
Asset management fees	Carter Validus Advisors II, LLC and its affiliates	11,925			16,475
Property management fees	Carter Validus Real Estate Management Services II, LLC	3,588			5,403
Operating expense reimbursement	Carter Validus Advisors II, LLC and its affiliates	2,664			4,492
Leasing commission fees	Carter Validus Real Estate Management Services II, LLC	483			1,241
Construction management fees	Carter Validus Real Estate Management Services II, LLC	338			276
Disposition fees	Carter Validus Advisors II, LLC and its affiliates	350			—
Loan origination fees	Carter Validus Advisors II, LLC and its affiliates	560			—
Total		$	19,946		$	53,396



		Incurred
		For the Three Months Ended March 31,			For the Year Ended December 31,
Fee	Entity	2019			2018
Other offering costs reimbursement	Carter Validus Advisors II, LLC and its affiliates	$	—		$	2,154
Selling commissions and dealer manager fees	SC Distributors, LLC	—			4,836
Distribution and servicing fees	SC Distributors, LLC	(52		)	368
Acquisition fees	Carter Validus Advisors II, LLC and its affiliates	—			4,226
Asset management fees	Carter Validus Advisors II, LLC and its affiliates	3,494			13,114
Property management fees	Carter Validus Real Estate Management Services II, LLC	1,209			4,391
Operating expense reimbursement	Carter Validus Advisors II, LLC and its affiliates	730			1,804
Leasing commission fees	Carter Validus Real Estate Management Services II, LLC	3			497
Construction management fees	Carter Validus Real Estate Management Services II, LLC	129			243
Total		$	5,513		$	31,633


(3)	On July 20, 2018, 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 $9.18 per share for an aggregate amount of $27,540. As of December 31, 2018, all of the 3,000 shares of common stock remain unvested.


~~(4)~~	On July 24, 2018, Roger Pratt was awarded 3,000 restricted shares of Class A common stock in connection with his election to the board of directors. The grant date fair value of the stock was $9.18 per share for an aggregate amount of $27,540. As of December 31, 2018, all of the 3,000 shares of common stock remain unvested.


~~(5)~~	Of this amount, ~~$9,939~~$13,689 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors and ~~$6,101~~$6,959 represents reimbursement of travel and other expenses incurred by directors to attend various director meetings.


(4)	Of this amount, $13,181 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors.


(5)	Of this amount, $2,430 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors and $2,725 represents reimbursement of travel and other expenses incurred by directors to attend various director meetings.


(6)	Of this amount, ~~$9,767~~$11,239 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors and ~~$583 represents reimbursement of travel and other expenses incurred by directors to attend various director meetings.~~


~~(7)~~	Of this amount, $8,553 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors and $3,736 represents reimbursement of travel and other expenses incurred by directors to attend various director meetings.


~~(8)~~	~~Of this amount, $857 reflects the dollar value of distributions paid in connection with the stock awards granted to our independent directors and $2,930~~$684 represents reimbursement of travel and other expenses incurred by directors to attend various director meetings.



Plan Category	Number of Securities to Be Issued upon Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance
Equity compensation plans approved by security holders ⁽¹⁾	—	—	~~252,000~~240,000
Equity compensation plans not approved by security holders	—	—	—
Total	—	—	~~252,000~~240,000


*	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.


(4)	Represents 29,665 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 16,807 non-restricted shares of Class A common stock received as merger consideration in the REIT Merger.


(5)	Represents restricted shares of 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.


(6)	Represents 27,351 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.


(7)	Mr. Seton is the Chief Executive Officer of Carter Validus REIT Management Company II, LLC, which directly owns ~~20,000~~29,362 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.


~~(5)~~(8)	Mr. ~~Winslow directly or indirectly controls~~Carter is Executive Chairman of Carter Validus REIT Management Company II, LLC, which directly owns ~~20,000~~29,362 shares of Class A common stock in our company. Mr. ~~Winslow~~Carter disclaims beneficial ownership of the shares held by Carter Validus REIT Management Company II, LLC, except to the extent of his pecuniary interest.


~~(6)~~	~~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.~~


~~(7)~~(9)	Ms. Neely is the Chief Financial Officer of Carter Validus REIT Management Company II, LLC, which directly owns ~~20,000~~29,362 shares of Class A common stock in our company. Ms. Neely disclaims beneficial ownership of the shares held by Carter Validus REIT Management Company II, LLC, except to the extent of her pecuniary interest.



		The Audit Committee of the Board of Directors:
		Jonathan Kuchin (Chairman)
		Randall Greene
		Roger Pratt
		Ronald Rayevich


(1)	Reduction of distribution and servicing fees is a result of repurchases of Class T and Class T2 shares of common stock issued pursuant to the primary portion of the Initial Offering and the Offering.


◦	the anticipated cash flow and the cash requirements of each such entity;


◦	the effect of the acquisition 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 amount of funds available to each program and the length of time such funds have been available for investment.