cik0001567925-20250403

April 4, 2025

DEAR STOCKHOLDER:

You are cordially invited to attend our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be

held on Wednesday, May 21, 2025, at 1:00 p.m. Eastern Time, in a virtual format, at

www.virtualshareholdermeeting.com/SILA2025. We have endeavored to provide shareholders attending the

Annual Meeting with the same rights and opportunities to participate as they would have at an in-person

meeting. You will be able to attend the Annual Meeting online and vote by visiting

www.virtualshareholdermeeting.com/SILA2025. Shareholders of record can access the meeting website

using the 16-digit control number included on their proxy card or Notice of Availability of Proxy Materials

(the “Notice”). Beneficial owners should review the proxy materials and their voting instruction form or

Notice for information on how to vote in advance of, and how to participate in, the Annual Meeting.

The matters expected to be acted upon at the meeting are described in the following Notice of the Annual

Meeting and Proxy Statement.

There will be an opportunity during the meeting for your questions regarding the affairs of Sila Realty Trust,

Inc. and for a discussion of the business to be considered at the meeting.

It is important that you use this opportunity to take part in the affairs of Sila Realty Trust, Inc. by voting on

the business to come before this meeting. Whether or not you expect to attend the Annual Meeting and vote

at the meeting, please submit your proxy by using the telephone or over the Internet as described on your

proxy card or as provided in the Notice of Availability of Proxy Materials, or if you receive printed copies of

the proxy materials by mail, you may also complete, sign and date the enclosed proxy card and return it

promptly in the envelope provided, so that your shares may be represented at the meeting. For special

instructions on how to vote your shares, please review the Notice of Availability of Proxy Materials or

instructions on the proxy card. Submitting a proxy does not deprive you of your right to attend the meeting

and to vote your shares during the meeting.

We look forward to your attendance at the meeting.

Sincerely,

Michael A. Seton

President and Chief Executive Officer

Sila Realty Trust, Inc.

1001 Water St., Suite 800

Tampa, Florida 33602

DATE & TIME

Wednesday, May 21, 2025

1:00 p.m. Eastern Time

Notice of 2025 Annual Meeting of Stockholders

ITEMS OF BUSINESS

1.The election of six directors to hold office until the 2026 Annual Meeting of

Stockholders and until their successors are duly elected and qualified;

2.The approval (on a non-binding advisory basis) of our executive compensation

as described in this proxy statement ("say-on-pay");

3.The ratification of the appointment of KPMG LLP, or KPMG, as our independent

registered public accounting firm for the year ending December 31, 2025;

4.The approval of an amendment to the Company's Restricted Share Plan to

increase the number of shares authorized for issuance by 1,000,000; and

5.The transaction of such other business as may properly come before the

Annual Meeting or any adjournment or postponement thereof.

ANNUAL REPORT

All of these documents are accessible on our Internet website, https://

investors.silarealtytrust.com. The content of our website is not incorporated by

reference into this proxy statement or in any other report or document we file with

the Securities and Exchange Commission and any references to our website are

intended to be inactive textual references only. You may request a paper copy of

the proxy statement, the proxy card, and our annual report to stockholders.

PROXY VOTING

It is important that your shares be represented and voted at the annual meeting.

You may vote your shares on the Internet, by phone or, if you request and receive

written proxy materials, you may vote by signing, dating and mailing the

accompanying proxy card or voting instruction form in the envelope provided.

Instructions regarding the three methods of voting are contained on the proxy

card. The Notice of Availability of Proxy Materials has instructions regarding voting

on the Internet. Any proxy may be revoked at any time prior to its exercise at the

annual meeting. This notice of the annual meeting of our stockholders, proxy

statement and form of proxy are being distributed and made available on or about

April 4, 2025.

Sincerely,

By Order of the Board of Directors

Kay C. Neely

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Tampa, Florida

April 4, 2025

PLACE

The Annual Meeting will

be conducted as a virtual

meeting at

www.virtualshareholderm

eeting.com/SILA2025.

There is no physical

location for the Annual

Meeting.

RECORD DATE

You can vote if you are a

stockholder of record as

of the close of business

on March 20, 2025.

As of the close of

business on the record

date, there were

55,470,844 shares of our

common stock

outstanding (including

restricted common stock).

We reserve the right, in

our sole discretion, to

adjourn or postpone the

Annual Meeting to provide

more time to solicit

proxies for the meeting.

2024 Business and Performance Highlights

Sila Realty Trust, Inc. (NYSE: SILA) is a net lease real estate investment trust ("REIT") with a strategic focus

on investing in the growing and resilient healthcare sector. We invest in high quality healthcare facilities

across the continuum of care, which, we believe, generate predictable, durable, and growing income

streams. Our leadership team is highly focused on setting an example established by our core values:

humility, integrity, accountability, communication and teamwork. This approach establishes our foundation

of excellence, which we believe can be discerned in the best-in-class delivery to the Company and our

stockholders. The year 2024 was highlighted by solid operating results and our milestone listing on the New

York Stock Exchange.

Delivered Strong Stockholder Returns

Strong Operational Results

•On June 13, 2024, our common stock

was listed and began trading on the New

York Stock Exchange

•Our total stockholder return was 10.76%

for the period beginning June 13, 2024

(the date our common stock began

trading on the NYSE) and ending

December 31, 2024, which outperformed

the MSCI US REIT Index return of 10.61%

for the same period.

•Core Funds from Operations ("Core

FFO")1: $126.0 million in 2024 (vs. $128.8

million in 2023)

•Same store cash net operating income

("Same Store Cash NOI")1 growth: $147.5

million in 2024 (vs. $146.1 million in 2023)

•Weighted average leased rate: 96.0%

weighted average leased (vs. 99.4% at

year-end 2023)

•Weighted average remaining lease term:

9.7 years (vs. 8.5 years at year-end 2023)

Maintained A Strong Balance Sheet With

Emphasis on Managing Interest Rate Risk

Focused on Acquisitions and

Portfolio Management

•Net debt1 leverage ratio: 26.5% of

enterprise value

•Maintained over $500 million in liquidity

(via cash on hand and availability under

our credit facility), as of December 31,

2024, to fund future growth opportunities

and general corporate purposes

•Managed interest rate risk with effective

hedges to produce a weighted average

interest rate of 4.6% as of December 31,

2024

•No debt maturing until March 2027

(excluding extension options available)

•Acquired eight healthcare properties for

an aggregate purchase price of $164.1

million

•Entered into two mezzanine loans for an

aggregate loan amount of $17.5 million

•Executed over 1 million square feet of

lease renewals and extensions

•Entered into 15 amended lease

agreements with our largest tenant,

effective December 1, 2024, extending

the term of each lease to a 20-year

remaining lease term

1.Non-GAAP financial measure. For definitions and reconciliations of non-GAAP financial measures to their most

directly comparable GAAP financial measures, see Appendix A.

1 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Questions and Answers

This proxy statement is being provided to the stockholders of Sila Realty Trust, Inc., a Maryland corporation

(the "Company," "Sila," "we," "our," or "us"), as of the record date as part of a solicitation of proxies by Sila’s

Board of Directors (the “Board” or "Board of Directors") for use at the 2025 Annual Meeting of Stockholders

(the "Annual Meeting") and any adjournment or postponement thereof. This proxy statement provides Sila's

stockholders with important information they need to know to be able to vote, or instruct their bank, broker,

trust or other nominee to vote, at the Annual Meeting or any adjournment or postponement thereof.

To make this information easier to understand, we have presented some of the information below in a

question and answer format.


Q:	Why am I receiving these materials?	A:	The Board is soliciting your proxy to vote your shares of the Company’s common stock at the Annual 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") and is designed to assist you in voting. This proxy statement, along with either a proxy card, or Notice of Availability of Proxy Materials (the "Notice"), as applicable, are being distributed or made available to stockholders on or about April 4, 2025. You do not need to attend the Annual Meeting in order to vote.

Q:	What is a proxy?	A:	A proxy is a person who votes the shares of stock of another person who does not attend a meeting. When you give your proxy by telephone or over the Internet, or return a proxy card, you are authorizing us to vote your shares of common stock at the Annual Meeting. The person who will vote your shares of common stock at the 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 submit your proxy by telephone or over the Internet or return a proxy card. This is why it is important for you to submit your proxy by telephone or over the Internet or return a proxy card to us as soon as possible whether or not you plan on attending the virtual meeting. If you authorize your proxy by telephone or over the Internet or sign and return the proxy card, and give no instructions, the proxies will vote "FOR" each of the director nominees, "FOR" our executive compensation, "FOR" the ratification of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and "FOR" the approval of the amendment of the Company's Restricted Share Plan. With respect to any other proposals to be voted upon, they will vote in accordance with the recommendation of the Board or, in the absence of such a recommendation, in their discretion. If you authorize your proxy over the Internet or by telephone, please do not return your proxy card.

Q:	When is the Annual Meeting and where will it be held?	A:	The Annual Meeting will be held on Wednesday, May 21, 2025, at 1:00 p.m. Eastern Time, in a virtual format, at www.virtualshareholdermeeting.com/SILA2025.

2 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


Q:	On what matters may I vote?	A:	At the Annual Meeting, you will be asked to consider and vote upon: (i) the election of six directors, each to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) the approval (on a non-binding advisory basis) of our executive compensation as described in this proxy statement; (iii) the ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2025; (iv) the approval of an amendment of the Company's Restricted Share Plan; and (v) the transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Q:	Who may vote at the Annual Meeting?	A:	Stockholders of record at the close of business on March 20, 2025 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. As of March 20, 2025, the Company had 55,470,844 shares of common stock outstanding (including shares of restricted common stock). The common stock constitutes the only class of voting securities of the Company entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter submitted to a vote at a meeting of our stockholders.

Q:	What is a “quorum”?	A:	There must be a quorum present in order for the Annual Meeting to be a duly held meeting at which business can be conducted. The presence at the Annual Meeting, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast shall constitute a quorum for the transaction of business by such holders at the Annual Meeting. As of the Record Date, there were 55,470,844 shares of common stock outstanding (including shares of restricted common stock), held by approximately 9,807 stockholders 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, 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 broker, bank or other nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner.

3 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


Q:	What vote is required to approve each proposal that comes before the Annual Meeting?	A:	Proposal No. 1 — Election of Directors. The affirmative vote of a majority of the total votes cast for and against a nominee (at a meeting of stockholders duly called at which a quorum is present) is required to elect a director. This means that a nominee for the Board needs to receive more votes "for" his or her election than the number of votes "against." Because of this requirement, “abstain” votes and broker non-votes will not have an effect on the outcome of the vote because abstentions and broker non-votes are not considered to be votes cast. If an incumbent nominee for the Board fails to receive the required number of votes for re-election, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies. Proposal No. 2 — Non-Binding Advisory Vote on Executive Compensation. While the proposal to approve the compensation for our named executive officers ("NEOs") as described in this proxy statement is non-binding, to approve our executive compensation on a non-binding advisory basis, the affirmative vote of a majority of all the votes cast on the proposal (at a meeting of stockholders duly called and at which a quorum is present) must be cast in favor of the proposal. For purposes of this proposal, abstentions and broker non- votes, if any, will have no impact on the outcome of the vote. Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm. To approve the ratification of the appointment of KPMG, the affirmative vote of a majority of all votes cast on the proposal (at a meeting of stockholders duly called and at which a quorum is present) must be cast in favor of the proposal. For purposes of this proposal, abstentions and broker non-votes, if any, will have no impact on the outcome of the vote. We do not expect any broker non-votes on this proposal. Proposal No. 4 — Approval of an Amendment of the Company's Restricted Share Plan. To approve our amendment of the Restricted Share Plan, the affirmative vote of a majority of all votes cast on the proposal (at a meeting of the stockholders duly called and at which a quorum is present) must be cast in favor of the proposal. For purposes of this proposal, abstentions and broker non-votes, if any, will have no impact on the outcome of the vote.

Q:	What are broker non-votes?		Brokers or other nominees holding shares must vote according to the instructions they receive from the beneficial owners of those shares. If the broker, bank or other nominee does not receive specific instructions, the broker, bank or other nominee has discretionary voting power on proposals that are considered “routine,” but not on proposals that are considered “non-routine.” Whether a proposal is considered “routine” or “non-routine” is subject to the New York Stock Exchange ("NYSE") rules and final determination by the NYSE. A “broker non-vote” occurs when a broker, bank or other nominee does not vote on a “non-routine” proposal due to the lack of discretionary voting authority. Broker non-votes will be counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting, but will not be counted for purposes of determining the number of shares present and entitled to vote with respect to any “non-routine” proposal for which the broker lacks discretionary authority. We expect Proposal 3 to be the only proposal with respect to which brokerage firms may be able to exercise discretionary voting authority. Accordingly, we expect there to be no broker non-votes with respect to Proposal 3. Proposals 1, 2 and 4 are expected to be “non-routine” proposals. Any broker non-votes with respect to Proposals 1, 2 and 4 are expected to have no effect on the results. Even with respect to routine matters, some brokerage firms are choosing not to exercise discretionary voting authority so we urge you to please return your proxy card so your vote can be counted for all matters.

4 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


Q:	How does the Board recommend I vote on the proposals?	A:	The Board unanimously recommends that you vote your shares “FOR” each of the nominees for election as director who are named as such in this proxy statement, "FOR" our executive compensation as described in this proxy statement, “FOR” the ratification of KPMG as our independent registered public accounting firm for the year ending December 31, 2025, and "FOR" the approval of the amendment to the Company's Restricted Share Plan. No director has informed us that he or she intends to oppose any action intended to be taken by us.

Q:	How do I vote my shares during the Annual Meeting?	A:	The Annual Meeting will be held entirely online to allow greater participation. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/ SILA2025. To participate in the Annual Meeting, you will need the 16- digit control number included on your Notice or on your proxy card. If you have any questions about your control number, please contact the bank, broker or other nominee that holds your shares. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record may also be voted electronically during the Annual Meeting. Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to participate in the Annual Meeting.

Q:	How do I vote my shares without participating in the Annual Meeting?	A:	Whether you plan to attend the Annual Meeting and vote at the meeting or not, we urge you to have your vote recorded. Stockholders who have received a paper copy of a proxy card or voting instruction card may submit their proxy via mail, using the provided proxy card. In addition, stockholders who live in the United States may authorize a proxy by following the “Vote by Phone” instructions on the Notice or provided proxy card. Stockholders with Internet access may submit a proxy by following the “Vote by Internet” instructions on the Notice or provided proxy card. The telephone and the 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 the 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 as described above, and any previous votes or proxies that you submitted will be superseded by the vote that you cast at the Annual Meeting. However, attendance at the Annual Meeting without voting your shares is not sufficient to revoke any previously authorized proxy. If you authorize your proxy by telephone or over the Internet or return your signed proxy card, 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” each of the nominees for director, (ii) “FOR” our named executive officer compensation as described in this proxy statement, (iii) “FOR” ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2025, (iv) "FOR" the approval of the amendment to the Amended and Restated 2014 Restricted Share Plan and (v) with respect to any other proposals to be voted upon in the absence of a recommendation of the Board, in the discretion of the proxies. If you hold your shares in "street name" (that is, through a broker, bank or other nominee), your broker, bank or other nominee will not vote your shares unless you provide instructions to your broker, bank or other nominee on how to vote your shares. You should instruct your broker, bank or other nominee how to vote your shares by following the voting instructions provided by your broker, bank or other nominee.

5 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


Q:	What if I return my proxy 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 Executive Vice President, Chief Financial Officer, Treasurer and Secretary, in writing at our offices located at 1001 Water St., Suite 800 Tampa, Florida 33602; 2.Attending the Annual Meeting and voting; or 3.Authorizing another proxy again at a later date using the same procedure as set forth above, but before the Annual Meeting date. Only the most recent proxy authorization or vote will be counted and all others will be discarded regardless of the method of voting.

Q:	How will voting on any other business be conducted?	A:	Although we do not know of any business to be considered at the Annual Meeting other than the election of directors, the advisory vote on our executive compensation, the ratification of our auditor, and the approval of the amendment to our Restricted Share Plan, if any other business is properly presented at the Annual Meeting, your proxy gives authority to Michael A. Seton, our President and Chief Executive Officer, and Kay C. Neely, our Executive Vice President, Chief Financial Officer, Treasurer and Secretary, to vote on such matters 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, officers or employees, 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, officers or employees for such services. We have retained Broadridge Investor Communication Solutions, Inc. ("Broadridge") 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 $105,000, 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:	How will I receive my proxy materials for the Annual Meeting?	A:	Beginning on or about April 4, 2025, proxy materials (including the proxy statement, proxy card, and annual report) for the Annual Meeting will be sent via e-mail or mail to our stockholders of record as of the record date in accordance with their preference, if indicated previously. If a preference has not been specified, we will either mail to those stockholders our proxy materials or the Notice, which contains instructions on how to access our materials by mail, e-mail, or on the Internet. In accordance with the SEC notice and access rule, the Notice allows us to provide our stockholders with the information they need to vote through various means, while lowering the costs of print and delivery and reducing the environmental impact of the Annual Meeting. The Notice is not a proxy and may not be used to authorize a proxy to vote on your shares. If you receive a Notice this year, you will not receive paper copies of the Proxy Materials unless you request the materials by following the instructions on the Notice or by accessing the website identified on the Notice.

6 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


Q:	If I share my residence with another stockholder of the Company, how many copies of the proxy statement should I receive?	A:	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, notice of availability of proxy materials, or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “householding.” This rule benefits both you and the Company. It reduces the volume of duplicative information received at your household and helps the Company reduce expenses. Each stockholder subject to householding will continue to receive a separate proxy or voting instructions unless the Company has received contrary instructions from one or more of the stockholders sharing the address. 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 Broadridge by (i) visiting www.ProxyVote.com, (ii) calling 1-800-579-1639, or (iii) sending an email to sendmaterial@proxyvote.com. If sending an email, please include your control number in the subject line. If you are a stockholder that receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent.

7 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Proposal No. 1 — Election of Directors

At the Annual Meeting, you and the other stockholders will vote on the election of all six members of the

Board. Persons elected will serve as directors until the 2026 Annual Meeting of Stockholders and until their

successors are duly elected and qualify. The Board has nominated the following people for re-election as

directors:

•Jonathan Kuchin

•Michael A. Seton

•Z. Jamie Behar

•Adrienne Kirby

•Verett Mims

•Roger Pratt

Each of the nominees for director is a current member of the Board. 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 a director has stated that there is no arrangement or understanding of any kind

between him or her and any other person relating to his or her election as a director, except that such

nominees have agreed to serve as our directors if elected.

If you authorize your proxy by telephone or over the Internet, or sign and return a properly executed proxy

card, and give no instructions, the individuals named as the proxies will vote your shares "FOR" the election

of each of the nominees listed above. If any nominee becomes unable to serve or for good cause will not

serve, the Board may reduce its size, designate a substitute nominee, or fill the vacancy through a majority

vote of the remaining directors. If a substitute is designated, proxies voting on the original nominee will be

cast for the substituted nominee.

Vote Required; Recommendation

The affirmative vote of a majority of the total votes cast for and against a nominee (by shares of common

stock of the Company entitled to vote who are present or represented by proxy at a meeting of

stockholders duly called at which a quorum is present), is required to elect a director. This means that a

nominee for the Board needs to receive more votes "for" his or her election than the number of votes

"against." Because of this requirement, “abstain” votes and broker non-votes will not have an effect on the

outcome of the vote because abstentions and broker non-votes are not considered votes cast. If an

incumbent nominee for the Board fails to receive the required number of votes for re-election, then under

Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly

elected and qualifies.

THE BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE “FOR” EACH OF THE SIX NOMINEES

FOR ELECTION AS DIRECTORS.

8 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Certain Information About Our Board of Directors and Executive

Officers

Board of Directors

In accordance with applicable law and our charter and bylaws, the business and affairs of the Company are

managed under the direction of the Board.

Board Membership Criteria and Selection of Directors

The Board 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 healthcare 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 will 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.

The Board is responsible for selecting its own nominees and recommending them for election by the

stockholders. Each of our nominees was recommended by the Nominating and Corporate Governance

Committee (the "NCG Committee") of the Board. All director nominees then stand for election by the

stockholders annually.

In its nomination review process, the NCG Committee solicits candidate recommendations from Board

members and management of the Company. From time to time, we may employ or pay a fee to a third party

to identify or evaluate, or assist in identifying or evaluating, potential director nominees, if we determine

such action to be in the best interests of the Company.

The NCG Committee also will consider recommendations made by stockholders for director nominees who

meet the established director criteria set forth above. The NCG Committee’s process for identifying and

evaluating nominees for director, including nominees recommended by stockholders, involves (with or

without the assistance of a retained search firm) compiling names of potentially eligible candidates, vetting

candidates’ qualifications, conducting background and reference checks, conducting interviews with

candidates and/or others (as schedules permit), meeting to consider and recommend final candidates to the

Board and, as appropriate, preparing and presenting to the Board an analysis with regard to particular,

recommended candidates. It is the policy of the NCG Committee to consider any director candidates

recommended by stockholders of the Company in the same manner in which it evaluates other potential

nominees, so long as the information regarding director candidates recommended by stockholders is

submitted in compliance with the Company’s bylaws. Stockholders may directly nominate potential directors

for consideration at an annual meeting (without the recommendation of the Board) 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 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. The Board regularly assesses the composition and diversity of

its members, in the broadest sense, reflecting, but not limited to, age, experience, skills and geography.

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 the Board to fulfill its responsibilities.

9 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Director Nominees

The Board has nominated each of the following individuals for election as a director to serve until our 2026

Annual Meeting of Stockholders and until their successors are duly elected and qualify. Messrs. Kuchin and

Pratt and Mss. Kirby, Behar, and Mims qualify as independent directors.

Chair of the Board

Independent Director

Director Since: April 2014

Age: 73

Committees:

•Audit

Jonathan Kuchin

Jonathan Kuchin has been an independent director of Sila since April 2014. Mr.

Kuchin is Chair of the Board and is a member of the Audit Committee, of which

he was chair from July 2014 to March 31, 2023. Mr. Kuchin has more than 29

years of experience in public accounting, focusing on public companies and

their financial and tax issues, including accounting for income taxes, initial

public offerings, public financings, mergers and acquisitions, executive

compensation issues, and implementation and compliance with the Sarbanes-

Oxley Act of 2002. Mr. Kuchin served as an independent director of Carter

Validus Mission Critical REIT, Inc., an affiliate of the Company, from March 2011

to October 2019. From 1997 until his retirement in 2010, Mr. Kuchin served in

various positions with PricewaterhouseCoopers, most recently as a tax partner

in New York City, 2004 – 2010, where he focused on public and private REIT

clients, SEC reporting aspects of public REITs, including accounting for income

taxes and uncertainty of income taxes, as well as compliance with the

Sarbanes-Oxley Act. From October 1988 to July 1997, Mr. Kuchin held various

positions with Coopers & Lybrand, culminating in partnership. Mr. Kuchin

obtained a bachelor’s in business economics from the University of California,

Santa Barbara in 1981 and is licensed as a certified public accountant. Mr.

Kuchin was selected to serve as an independent director because of his

significant real estate industry experience and his expansive knowledge in

public accounting and tax.

10 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

President, Chief Executive

Officer, and Director

Director Since: July 2018

Age: 52

Michael A. Seton

Michael A. Seton has served as a director of Sila since July 2018, Chief

Executive Officer since April 2018, as President since March 2015, and as a

member of the Investment Committee since January 2013. Mr. Seton has more

than 30 years of real estate investment and finance experience. He has served

in various roles with the Company and entities affiliated with the Company: (1)

Chief Executive Officer of Carter Validus Mission Critical REIT, Inc. (April 2018 –

October 2019) and President (March 2015 – October 2019); (2) President of

Carter/Validus Advisors, LLC (April 2012 – October 2019), member of the

Investment Committee (November 2010 – October 2019), Chief Executive

Officer (April 2018 – October 2019), Co-Chief Executive Officer (August 2015 –

April 2018), Chief Investment Officer and Executive Vice President (July 2011 –

April 2012), Vice President (November 2010 – July 2011), Chief Financial Officer

(March 2010 – November 2010); (3) Chief Executive Officer of Carter Validus

Advisors II, LLC (April 2018 – September 2020), Co-Chief Executive Officer

(August 2015 – April 2018), President (January 2013 – September 2020), and

member of the Investment Committee (January 2013 – September 2020); (4)

Co-founder and Chief Executive Officer of Carter Validus REIT Management

Company II, LLC (June 2012 – September 2020), Co-Chief Executive Officer

(July 2015 – April 2018), and President (January 2013 – September 2020); (5)

Co-founder and Chief Executive Officer of Carter/Validus REIT Investment

Management Company, LLC (August 2009 – October 2019), Co-Chief Executive

Officer (July 2015 – April 2018), and President (December 2009 – October

2019); (6) Chief Executive Officer of CV REIT Management Company, LLC

(March 2018 – September 2020) and Co-Chief Executive Officer (October 2015

– April 2018); (7) Chief Executive Officer of CV Data Center Growth & Income

Fund Manager, LLC (May 2018 – December 2019); and (8) member of the

Investment Committee of CV Data Center Growth & Income REIT Advisors, LLC

(May 2018 – December 2019). Previously, Mr. Seton was a Managing Director

and Division Head in the Originations Group at Eurohypo AG (including its

predecessor organizations, now part of Commerzbank AG) from December

1996 until June 2009. In this role, Mr. Seton led a team of professionals in the

origination, structuring, documentation, closing and syndication of real estate

financings for private developers, traded and non-traded public real estate

investment trusts, and real estate operating companies. Real estate finance

transactions in which Mr. Seton was involved included both on and off-balance

sheet executions, including senior debt and mezzanine financings. Mr. Seton

obtained a Bachelor of Science in economics from Vanderbilt University in 1994.

We believe Mr. Seton's role as the Company's Chief Executive Officer and

President; his intimate knowledge and experience with all aspects of the

business, operations, opportunities and challenges of our Company; and his

understanding of our culture, personnel and strategies provide the requisite

qualifications, skills perspectives and experiences that make him well qualified

to serve on our Board.

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Independent Director Director Since: March 2022 Age: 67 Committees: •Audit (Chair) •NCG	Z. Jamie Behar Z. Jamie Behar was elected to our Board on March 18, 2022 (but effective June 1, 2022). Ms. Behar is a member of the NCG Committee and Chair of the Audit Committee (effective April 1, 2023). She has been a director of Armour Residential REIT, Inc. (NYSE: ARR) (“Armour”) since August 2019, and is co- Chair of the Governance Committee and a member of the Audit Committee. Ms. Behar joined the board of directors of Shurgard Self Storage upon the company’s IPO in October 2018, and serves as Chair of the ESG Committee and as a member of the Investment Committee and of the Audit Committee. Ms. Behar serves as Lead Board Director for Benefit Street Partners Multifamily Trust, a non-traded REIT, having joined the board in October 2019. From 2005 to 2015, Ms. Behar was Managing Director, Real Estate & Alternative Investments, for GM Investment Management Corporation (“GMIMCo”), having previously served as Portfolio Manager at GMIMCo for 19 years. Ms. Behar was responsible for the management of approximately $12 billion at peak portfolio value of primarily private market and publicly traded real estate on behalf of both General Motors Company and other unaffiliated clients. Ms. Behar’s previous public real estate company board of director positions include Sunstone Hotel Investors (2004-2020), Forest City Realty Trust (2017-2018), Gramercy Property Trust (2015-2018) and the Broadstone Real Estate Access Fund (2018-2022), and she also served as a member of the board of directors of Hospitality Europe, B.V., a private pan-European hotel company (1998-2006). Ms. Behar is a member of the Real Estate Investment Advisory Council of the National Association of Real Estate Investment Trusts (“NAREIT”), and serves as co-chair of the Pension Real Estate Association (“PREA”) Governance Committee and as a member of the PREA Research Committee. Ms. Behar was on the board of directors of PREA from March 2008 through March 2014, having held the position of Board Chair from March 2010 to March 2011. Ms. Behar holds a B.S. in Economics (magna cum laude) from The Wharton School, University of Pennsylvania, an M.B.A. from Columbia University Graduate School of Business, and the Chartered Financial Analyst (CFA) designation. In December 2018, Ms. Behar was the recipient of NAREIT’s E. Lawrence Miller Industry Achievement Award for her contributions to the REIT industry. Ms. Behar was selected to serve as an independent director because of her significant experience in the REIT industry, her extensive prior board experience, and her public company experience.

Independent Director Director Since: April 2021 Age: 71 Committees: •Compensation (Chair) •NCG	Adrienne Kirby Adrienne Kirby became an independent director and member of the Audit Committee and the NCG Committee of Sila in April 2021. In 2022, she became chair of the Compensation Committee and relinquished her position on the Audit Committee. Ms. Kirby has served on the board of private company Greenway Health since 2019, where she chairs the Compliance Committee. She is also on the board of a start-up company, Doctivity, where she assumed the position of Chair of the board in December 2024. Previously, Ms. Kirby served on the board of directors of three other private companies, TrellisRX from 2019 until its sale in May of 2022, MedVet from 2019 until its refinancing in July of 2024, and TigerConnect, from October 2022 until December of 2024. She also serves on the board of the Philadelphia chapter of the National Association of Corporate Directors, which she joined in 2021 and the Committee of 200 ("C200") starting in December of 2024. Prior to these board positions, Ms. Kirby had a forty-year career in healthcare with extensive experience as a COO, President and CEO of large health systems, leading hospitals, physician organizations and ambulatory operations.

12 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


	Most recently, she served in several leadership capacities with Cooper University Health Care: Executive Chairman and Chief Executive Officer (2018 – 2019), President and Chief Executive Officer (2013 –2018), and Senior Vice President and Chief Operating Officer (2012 –2013). In these roles, Ms. Kirby led the development and implementation of an enterprise wide strategic plan to achieve an organizational turn around resulting in: the transformation from a safety net hospital to a regional academic tertiary care center with a new medical school and advanced programs in cancer, cardiac, trauma and surgical care; extensive facility acquisition, development and expansion initiatives; and development of pivotal partnerships, initiatives and transformations, significantly improving the company’s financial performance and achieving unprecedented business and financial growth and several bond rating upgrades. From 2010 to 2012, Ms. Kirby worked for MedStar Health, a nine- hospital healthcare system with operations in Washington, D.C. and throughout Maryland, as Senior Vice President, MedStar and President, Franklin Square Medical Center. Previously, Ms. Kirby worked for Virtua Health, the largest health system in southern New Jersey, performing in various leadership roles from 1999 to 2010, including Chief Operating Officer of Virtua Voorhees Hospital, Ambulatory Services and Programs of Excellence. Earlier in her career, Ms. Kirby held various positions with Christina Care, the University of Pennsylvania Medical Center, and Hahnemann University. Ms. Kirby earned a bachelor’s degree in nursing from Rutgers University and a master’s degree and a Ph.D. from the University of Pennsylvania. Ms. Kirby was selected to serve as an independent director because of her significant experience leading and operating healthcare systems.

Independent Director Director Since: March 2022 Age: 62 Committees: •Compensation •Audit	Verett Mims Verett Mims was elected to our Board on March 18, 2022 (but effective June 1, 2022). Ms. Mims is a member of both the Compensation Committee and the Audit Committee. She is currently the Chief Financial Officer at Blum Capital Partners, L.P., a long-term strategic equity investment management firm where she has led a team of seasoned accounting/finance professionals with responsibility for the Financial, Operations, Compliance and Tax functions of the firm since 2020. She is responsible for sourcing and managing corporate investments which includes the firm's hospitality/real estate. Prior to joining Blum Capital, Ms. Mims worked at the Boeing Company from 2002 through early 2020. During her 18-year tenure at Boeing, Ms. Mims held several positions including Director, International Finance and the Assistant Treasurer, Global Treasury Operations. Ms. Mims had oversight of the foreign exchange, commodity and inflation hedging portfolio, cash investments and global banking infrastructure and her notable contributions include the development of tech- driven processes and systems that drove efficiency, multimillion-dollar cost savings, and operational excellence. Prior to joining Boeing, Ms. Mims spent seven years in sales serving as a strategic advisor to match foreign exchange solutions with corporate clients’ risk profiles at Citibank, NationsBank and Bank of Montreal where she pioneered an early Salesforce-like client management system and built a profitable book of business. Ms. Mims currently serves on the board of Sunstone Hotel Investors and the Steppenwolf Theatre of Chicago. She has previously served on the Boards of Arts & Business Council of Chicago, San Miguel Schools of Chicago, Illinois Student Assistance Commission, Southern University MBA Board of Advisors, the Muntu Dance Theatre of Chicago, and most recently Illinois Humanities. Ms. Mims holds an M.B.A. from the Stanford University Graduate School of Business, an M.S. in physics from Massachusetts Institute of Technology, and a B.S. in physics from Southern University and A&M College.

13 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


	Ms. Mims was selected to serve as an independent director because of her strong professional experience, prior board experience, extensive experience in senior-executive level positions, and experience in enterprise risk, accounting, and finance.

Independent Director Director Since: July 2018 Age: 72 Committees: •NCG (Chair) •Compensation	Roger Pratt Roger Pratt has been an independent director of Sila since July 2018. Mr. Pratt is Chair of the Company's NCG Committee and is a member of the Compensation Committee. Mr. Pratt was the Managing Director for Prudential Real Estate Investors ("PREI") from 1995 until his retirement in 2014. In this capacity, he served as a senior leader at PREI, which over the course of his 32- year career with PREI became a global real estate manager with over $50 billion in gross assets. Mr. Pratt held various roles with PREI and entities affiliated with Prudential: (1) member of the U.S., Latin American and Global Investment and Management Committees of PREI (1995 – 2013); (2) Co-Chief Risk & Investment Officer of PREI (2012 – 2014); (3) US Senior Portfolio Manager of PREI (1995 – 2011); (4) directing role for PREI’s US Single Client accounts (1997 – 2011); (5) directing role for PREI’s Senior Housing platform (2003 – 2010); (6) Co-founder and Senior Portfolio Manager of PRISA III (2003 – 2010); (7) Senior Portfolio Manager of PRISA II (1995 – 2011); and (8) Portfolio Manager of PREI (1992 – 1995). From 1982 to 1992, Mr. Pratt served in various capacities with the Prudential Realty Group ("PRG") as an asset manager and later served as the head of PRG’s New Jersey regional office and co-head of PRG’s national development portfolio. On behalf of PRISA II, Mr. Pratt served on the board of trustees of Starwood Hotels and Resorts Worldwide, Inc. (1997 – 1999) (formerly NYSE: HOT). Previously, he served as a Community Development Planner for the State of North Carolina (1976 – 1980). He also served as Senior Advisor to the Elite International Investment Fund (2016-2021). Mr. Pratt serves on the Wood Center Real Estate Studies Advisory Board at the University of North Carolina, 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. He is also an Emeritus Trustee of the Foundation Board of the Mason School of Business at the College of William and Mary. Mr. Pratt earned a master of regional planning in 1976 from the University of North Carolina, a master of business administration in 1982 as a Dean’s Scholar from the University of North Carolina, and a bachelor of arts degree from the College of William and Mary in 1974, graduating Phi Beta Kappa. Mr. Pratt was selected to serve as an independent director because of his significant real estate and capital markets experience.

14 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Attendance at Board Meetings and the Annual Stockholder Meeting

The Board held six meetings during the fiscal year ended December 31, 2024. Each of our directors in 2024

attended 100% of the aggregate of the total number of Board meetings held during the period for which he

or she served as a director and of the aggregate total number of meetings held by all committees of the

Board on which he or she served during the periods in which he or she served. Although we do not have a

formal policy regarding attendance by members of the Board at our Annual Meeting, we encourage all of our

directors to attend. Mr. Seton and Mss. Kirby and Behar attended the 2024 Annual Meeting of Stockholders.

Director Independence

A majority of the members of the Board qualify as “independent directors” as affirmatively determined by

the Board. Our independent directors meet the current independence and qualifications requirements of the

NYSE. All members of each committee of the Board are independent directors. The Board consults with our

legal counsel as to whether the determinations of the Board are consistent with our governance documents,

and applicable securities and other laws and regulations regarding the definition of “independent director.”

Consistent with these considerations, after review of all relevant transactions or relationships between each

director, or any of his or her family members, and the Company, our senior management and our

independent registered public accounting firm, the Board has determined that Messrs. Kuchin and Pratt and

Mss. Kirby, Behar and Mims who comprise a majority of our Board, qualify as independent directors.

Committees of our Board of Directors

Audit Committee

As of the date of this proxy statement, the Audit Committee is composed of Ms. Behar, Mr. Kuchin and Ms.

Mims. 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, 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, reviews

the adequacy of our internal controls and oversees the Company's cybersecurity program and any material

cybersecurity incidents. The Board 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

investors.silarealtytrust.com by clicking on "Governance," "Governance Documents," and then on "Audit

Committee Charter."

The Board has determined that all three members of the Audit Committee have the requisite financial

literacy under the rules of the NYSE to serve on the Audit Committee and satisfy the definition of “audit

committee financial expert” under applicable rules of the SEC. Additionally, the Board determined that all of

the members of the Audit Committee are independent under the applicable rules of the NYSE and under the

separate independence standards for audit committee members under Rule 10A-3 of the Securities

Exchange Act of 1934, as amended. The Audit Committee met four times during 2024.

Compensation Committee

The Compensation Committee has overall responsibility for approving and evaluating all compensation

plans, policies, and our programs as they affect the executive officers, including reviewing the Company’s

goals and objectives relevant to compensation, reviewing and approving base salaries, incentive

compensation and supplemental or special benefits, reviewing and approving employment agreements,

making recommendations to the Board regarding incentive compensation plans and equity-based plans,

administering the Company’s incentive compensation plans and equity-based plans, reviewing disclosures in

this proxy statement and compliance with SEC rules and regulations, monitoring and evaluating the

Company’s exposure to risk in connection with compensation to the Company's NEOs, and performing any

other functions deemed appropriate.

15 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Without limiting the generality of this overall responsibility, the responsibilities of the Compensation

Committee include: (a) reviewing and approving the Company’s corporate goals and objectives relevant to

the compensation of the chief executive officer and evaluating the chief executive officer’s performance in

light of such goals and objectives; (b) reviewing and approving (or making recommendations to the Board

regarding approval of) base salary, incentive compensation and supplemental or special benefits, with

respect to the executive officers other than the chief executive officer; (c) reviewing and approving (or

making recommendations to the Board regarding approval of) executive officers’ employment agreements,

severance agreements, and change of control agreements/provisions; (d) with respect to executive officers

other than the chief executive officer, reviewing and recommending to the Board compensation, incentive

compensation plans and equity based-plans; (e) reviewing and making recommendations to the Board with

respect to director compensation; (f) administering the Company’s incentive compensation plans and

equity-based plans in effect and as adopted from time to time by the Board; (g) reviewing and approving

new equity compensation plans or any material changes to an existing plan where stockholder approval has

not been obtained; (h) reviewing and approving any stock option award or any other type of award as may

be required for complying with any tax, securities, or other regulatory requirement; (i) ensuring appropriate

overall corporate performance measures and goals are set and determining the extent that established

goals have been achieved and any related compensation earned; (j) reviewing and discussing with the

Company’s management the compensation-related disclosures required to be included in the Company’s

annual proxy statement or annual report on Form 10-K to be filed with the SEC, and producing related

reports on executive compensation to the extent required; (k) to the extent applicable, overseeing the

Company’s policies regarding tax deductibility of executive compensation, provided that the Compensation

Committee retains the flexibility to pay compensation that is not eligible for deduction under Section 162(m)

as it deems appropriate; (l) overseeing the Company’s compliance with applicable SEC rules and regulations

regarding stockholder approval of certain executive compensation matters, including advisory votes on

executive compensation and the frequency of such votes; (m) monitoring and evaluating the Company’s

exposure to risk in connection with executive and director compensation; and (n) performing such other

functions and having such other powers consistent with the Company’s charter and bylaws and governing

law as the Compensation Committee or the Board may deem appropriate.

The Compensation Committee may form and delegate authority to subcommittees when appropriate. The

Board may assign any duties of the Compensation Committee to another committee of the Board in whole or

in part from time to time as the Board may determine subject to applicable laws and regulations.

Mr. Seton, our Chief Executive Officer and President, may participate in general meetings of the

Compensation Committee; however, he does not participate in any discussions determining his own

compensation. Mr. Seton may, upon request from the Compensation Committee, provide the Compensation

Committee with data pertinent to his and the other executive officers’ performance, particularly in regards to

the individual objectives of each executive.

From time to time, the Compensation Committee may employ or pay a fee to a third party to assist the

Compensation Committee in applying the Company’s compensation philosophy toward designing a

compensation program for executive officers, analyzing current compensation conditions among the

Company’s peers and assessing the competitiveness and appropriateness of compensation levels for

executive officers, recommending compensation programs it deems advisable, and making specific

recommendations to the Compensation Committee. In 2024, the Compensation Committee engaged

Ferguson Partners Consulting L.P., or FPC. For further discussion regarding the scope of services provided

by FPC, see below under “Role of the Compensation Consultant.”

As of the date of this proxy statement, the members of the Compensation Committee are Ms. Kirby, Ms.

Mims and Mr. Pratt, all three of whom are independent directors and satisfy the applicable independence

requirements for compensation committee members under NYSE rules. The Compensation Committee met

five times during 2024. The Compensation Committee charter can be located on our website at

investors.silarealtytrust.com by clicking on "Governance," “Governance Documents,” and then on

“Compensation Committee Charter.”

Nominating and Corporate Governance Committee

The NCG Committee develops the criteria necessary for prospective members of the Board and participates

in the consideration of director nominees. The primary functions of our NCG Committee relating to the

consideration of director nominees are to conduct searches and interviews for prospective director

candidates, if necessary, review background information for all candidates for the Board, including those

16 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

recommended by stockholders, and formally propose the slate of director nominees for election by the

stockholders at the annual meeting. It is the policy of the NCG Committee to consider any director

candidates recommended by stockholders of the Company in the same manner in which it evaluates other

potential nominees, so long as the information regarding director candidates recommended by stockholders

is submitted to the committee in compliance with the Company’s charter and bylaws. The NCG Committee

also oversees the evaluation process of the Board, our Corporate Governance Guidelines, management and

director succession plans and performs the other duties as set forth in its charter. The NCG Committee

charter can be located on our website at investors.silarealtytrust.com by clicking on "Governance,"

“Governance Documents,” and then on “Nominating and Corporate Governance Committee Charter.”

As of the date of this proxy statement, the members of our NCG Committee are Mr. Pratt, Ms. Behar, and

Ms. Kirby, all of whom are independent directors. The NCG Committee met four times during 2024.

Communication with Directors

We have established procedures for stockholders or other interested parties to communicate directly with

the Board. Such parties can contact the Board by mail at: Chair of Board of Sila Realty Trust, Inc. c/o

Corporate Secretary, 1001 Water St., Suite 800 Tampa, Florida 33602.

The chair of the Board will receive all communications made by these means, and will distribute such

communications to such member or members of the Board 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 to members of the

Audit Committee for review.

Board Leadership Structure

The Board believes that independent oversight of management is an important component of an effective

Board of Directors. The Board believes it is important to select the chair of the Board and our Chief

Executive Officer in the manner it considers to be in our best interests at any given point in time. The

members of the Board possess considerable business experience and in-depth knowledge of the issues we

face, and we believe are therefore in the best position to evaluate our needs and how best to organize our

leadership structure to meet those needs. The chair of the Board and the Chief Executive Officer positions

may be filled by one individual or by two different individuals.

The Board currently operates under a leadership structure with separate roles for our chair of the Board and

our Chief Executive Officer. Mr. Kuchin, an independent director of the Board, was elected by the Board as

chair of the Board effective July 28, 2020. As chair of the Board, Mr. Kuchin presides over meetings of the

Board, 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 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 chair 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. Some of the relevant processes

and other corporate governance practices include:

•A majority of our directors, including the chair of the Board, are independent directors. Each director

is an equal participant in decisions made by the Board. The Audit Committee, NCG Committee and

Compensation Committee are composed entirely of independent directors.

•Each of our directors is elected annually by our stockholders.

•The Board typically (at least annually) meets in executive sessions without management directors

and any other members of the Company’s management as a part of every regularly scheduled Board

meeting. The chair of the Board presides at all executive sessions.

The Board has adopted Corporate Governance Guidelines that can be found on our website at

investors.silarealtytrust.com by clicking on “Governance,” “Governance Documents,” and then on “Corporate

Governance Guidelines.”

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The Role of the Board of Directors in Risk Oversight

The Board oversees our stockholders’ interest in the long-term health and the overall success of the

Company and its financial strength.

The Board 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.

In addition, our Audit Committee is responsible for assisting the Board in overseeing the Company’s

management of risks related to financial reporting. Our 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. As further described in Part I, Item

1C of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our Audit

Committee also oversees cybersecurity matters and steps taken by management to manage cybersecurity-

related risks. Our 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, our 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

The Board has adopted a Code of Business Conduct and Ethics that is applicable to all members of the

Board, our officers and our employees. The policy may be found on our website at

investors.silarealtytrust.com by clicking on “Governance,” “Governance Documents,” and then on “Code of

Business Conduct and Ethics.” If, in the future, we amend, modify or waive a provision in the Code of

Business Conduct and Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure

requirement by posting such information on our website as necessary. In addition, the Board has adopted a

Policy on Inside Information and Insider Trading, which precludes the Company’s officers, directors and

employees and their relatives from trading in the Company’s securities while in possession of inside

information about the Company and disclosing inside information to others, among other restrictions. The

Policy on Inside Information and Insider Trading also provides guidelines around public disclosure and Rule

10b5-1 pre-planned trading programs.

Anti-Hedging Policy

As a part of the Company's Policy on Inside Information and Insider Trading, all employees (including

officers) of the Company and its subsidiaries, members of the Board and any family members that reside in

the same household as any of the foregoing persons are prohibited from trading in call or put options

involving the Company's securities and other derivative securities; engaging in short sales of the Company's

securities (i.e., the sale of a security that the seller does not own); engaging in hedging or monetizing

transactions with respect to the Company's securities, such as prepaid variable forwards, equity swaps,

collars and exchange funds; and holding the Company's securities in a margin account.

Director and Officer Stock Ownership Guidelines

Our Board of Directors believes that the alignment of directors’ and executive officers’ interests with those

of our stockholders is strengthened when Board members and executive officers are also stockholders.

Therefore, our Board of Directors has adopted minimum stock ownership guidelines under which directors

and executive officers are expected to acquire shares of our common stock with a value at least equal to (1)

(a) six (for the Chief Executive Officer), (b) four (for non-employee directors) or (c) three (for executive

officers, other than the Chief Executive Officer), multiplied by the annual cash retainer paid for serving on

the Board (if a director) or the base salary (if an executive officer). The directors and executive officers are

expected to currently satisfy at least the minimum guidelines or beginning on the five year anniversary of

18 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

the date the individual becomes a director or executive officer, as applicable. Both executive officers and

non-employee directors must retain 50% of equity awards (net after-tax) until the holding requirement is

met. Shares directly owned and unvested time-based restricted stock are included as “owned” for purposes

of these guidelines, and unearned performance-based restricted stock units are excluded. All of our

directors and executive officers are currently in compliance with these minimum guidelines, aside from Mr.

Flouhouse and Mss. Kirby, Mims, and Behar (who are expected to be in compliance within the time period

described above).

Compensation of Directors

Director Compensation

Our director compensation policy is described further below and applies to all directors who are not

employees of the Company. Mr. Seton, as an employee of the Company, does not receive any

compensation for his service on the Board. All other directors receive cash compensation and equity

compensation which is in the form of restricted shares of common stock of the Company. As described

above, the Company maintains minimum stock ownership requirements for directors.

Independent Director Cash Compensation

The Compensation Committee conducts a Director Compensation Study on a bi-annual basis, most recently

in June 2024, with its independent compensation consultant, FPC, which advises the Compensation

Committee on the design and amount of compensation for non-employee directors. Any changes to the

non-employee director compensation are then recommended to the full Board for approval. Effective July 1,

2024, the Board approved changes to certain annual compensation amounts for our independent directors,

as described below.

The following annual compensation amounts for our independent directors applied for the year ended

December 31, 2024:

•Each of our independent directors receives an annual cash base retainer of $90,000;

•Effective July 1, 2024, the chair of the Audit Committee receives an additional annual cash amount

of $25,000 and the other Audit Committee members each receive an additional annual cash amount

of $12,500. Prior to July 1, 2024, the chair of the Audit Committee received an additional annual cash

amount of $20,000 and the other Audit Committee members each received an additional annual

cash amount of $10,000;

•Effective July 1, 2024, the chair of the Board receives an additional annual cash amount of $75,000.

Prior to July 1, 2024, the chair of the Board received an additional annual cash amount of $50,000;

•Effective July 1, 2024, the chair of the Compensation Committee receives an additional annual cash

amount of $17,500 and the other Compensation Committee members each receive an additional

annual cash amount of $8,750. Prior to July 1, 2024, the chair of the Compensation Committee

received an additional annual cash amount of $15,000 and the other Compensation Committee

members each received an additional annual cash amount of $7,500; and

•Effective July 1, 2024, the chair of the NCG Committee receives an additional annual cash amount of

$17,500 and the other NCG Committee members each receive an additional annual cash amount of

$8,750. Prior to July 1, 2024, the chair of the NCG Committee received an additional annual cash

amount of $15,000 and the other NCG Committee members each received an additional annual cash

amount of $7,500.

Equity Awards

Each of our independent directors receives an annual grant of restricted shares of common stock with a

market grant date value of $100,000, issued as awards pursuant to the Company’s Amended and Restated

2014 Restricted Share Plan ("Restricted Share Plan"). The restricted stock issued to our independent

directors vest over a one-year period.

19 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Reimbursements and Other Fees

We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance

at meetings of the Board and its committees in accordance with our expense reimbursement policies.

Director Compensation Table

The following table sets forth certain information with respect to our director compensation during the year

ended December 31, 2024:


Name	Fees Earned or Paid in Cash	Stock Awards		All Other Compensation		Total
Jonathan Kuchin	$163,750	$100,132	(1)	$5,519	(2)	$269,401
Z. Jamie Behar	$120,625	$100,132	(1)	$5,447	(2)	$226,204
Adrienne Kirby	$114,375	$100,132	(1)	$5,447	(2)	$219,954
Roger Pratt	$114,375	$100,132	(1)	$5,519	(2)	$220,026
Verett Mims	$109,375	$100,132	(1)	$5,447	(2)	$214,954
Michael A. Seton (3)	$—	$—		$—		$—

(1)The amounts shown in the Stock Awards column represent the full grant date fair value of 4,849 shares

of restricted common stock granted to each director on July 2, 2024, calculated by multiplying the

number of shares awarded by the closing price of $20.65 per share of the Company's common stock

on the grant date, in accordance with FASB ASC 718. As of December 31, 2024, all of the 4,849 shares

of common stock remain unvested.

(2)Reflects the dividends on unvested restricted common stock.

(3)For compensation information regarding Michael A. Seton, see "Compensation and Other Information

Concerning Executive Officers - Summary Compensation Table".

20 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Executive Officers of the Company

The following individuals currently serve as our executive officers:


President, Chief Executive Officer, and Director Director Since: July 2018 Age: 52	Michael A. Seton For biographical information regarding Michael A. Seton, see “Certain Information About Our Board of Directors and Executive Officers-Board of Directors-Director Nominees”.

Executive Vice President, Chief Financial Officer, Treasurer and Secretary Age: 48	Kay C. Neely Kay C. Neely has served as Chief Financial Officer and Treasurer of Sila since September 2018, as Secretary of Sila since June 2019, as a member of the Investment Committee of Sila since September 2020, and as Executive Vice President since March 2022. Ms. Neely has approximately 25 years of real estate accounting, finance and operations experience. Since 2016, she has served in various roles with the Company and entities affiliated with the Company: (1) Chief Financial Officer and Treasurer of Carter Validus Advisors II, LLC (September 2018 – September 2020) and Secretary (June 2019 – September 2020); (2) Chief Financial Officer, Treasurer and Secretary of Carter Validus REIT Management Company II, LLC (June 2019 – September 2020); (3) Executive Vice President of Finance and Accounting of CV Data Center Growth & Income REIT Advisors, LLC (November 2018 – December 2019); (4) President of CV Data Center Growth & Income Fund Manager, LLC (June 2019 – December 2019); (5) Chief Executive Officer of CV Data Center Real Estate Management Services, LLC (June 2019 – December 2019); (6) Senior Vice President of Accounting of Carter/Validus Advisors, LLC (January 2016 – June 2019); (7) Chief Financial Officer, Treasurer and Secretary of Carter Validus Mission Critical REIT, Inc. (June 2019 – October 2019); (8) Chief Financial Officer and Secretary of Carter/Validus Advisors, LLC (June 2019 – October 2019); (9) Chief Financial Officer, Treasurer and Secretary of Carter/Validus REIT Investment Management Company, LLC (June 2019 – October 2019); and (10) Senior Vice President of Accounting of Carter Validus Advisors II, LLC (January 2016 – September 2018). Ms. Neely served in various capacities at KPMG LLP (1999 – 2016), most recently as Associate Director of Audit Resource Management, where she managed the daily operations and financial planning for audit practices in 10 offices located in the Southeast and Puerto Rico, which consisted of over 400 audit partners, managers and staff. Earlier Ms. Neely held various positions, including in her capacity as an audit senior manager, handling the planning, organization, staffing and execution of audit engagements for public and private entities primarily in the real estate sector, including real estate investment trusts and investment funds. Ms. Neely joined the Advisory Board of the Florida Institute of CFOs in 2025. Ms. Neely graduated Beta Gamma Sigma from Emory University, Goizueta Business School in 1998 with a bachelor of business administration with concentrations in accounting and finance and is a licensed certified public accountant.

21 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Executive Vice President

and Chief Investment

Officer

Age: 49

Christopher K. Flouhouse

Christopher K. Flouhouse has served as Executive Vice President and Chief

Investment Officer of Sila since May 2024, and as a member of the Investment

Committee of Sila since May 2024. Mr. Flouhouse has approximately 25 years

of corporate, real estate finance and management experience, with the vast

majority of his career focused on real estate companies, operating companies,

and real estate investment trusts. Mr. Flouhouse most recently served as

Managing Director and Head of Real Estate, Gaming & Lodging Equity Capital

Markets at Wells Fargo Securities, LLC, from 2018 to 2024. He joined Wells

Fargo’s Equity Capital Markets Group in 2006 and has executed transactions

across real estate, financial institutions, and consumer sectors. Mr. Flouhouse

has significant public company corporate finance experience and has advised

numerous companies on equity listings, strategic transactions, financings, and

institutional investor strategies. From 2000 to 2006, Mr. Flouhouse was a

member of Wells Fargo Securities’ Energy & Power Investment Banking Group,

where he spent six years executing equity, high grade, high yield, and M&A

transactions. From 1999 to 2000, Mr. Flouhouse was a member of Wells Fargo’s

(formerly Wachovia / First Union) Corporate Treasury - Enterprise Program

(finance leadership training program). Mr. Flouhouse graduated from North

Carolina State University with a Bachelor of Science in Business Management /

Finance concentration in 1998.

22 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Compensation and Other Information Concerning Executive Officers

Compensation Discussion and Analysis

This Compensation Discussion and Analysis outlines the principles underlying our executive compensation

policies and decisions as it relates to the Company’s NEOs. Our NEOs for 2024 were:


Named Executive Officers
Michael A. Seton	President and Chief Executive Officer (CEO)
Kay C. Neely	Executive Vice President, Chief Financial Officer, Treasurer and Secretary (CFO)
Christopher K. Flouhouse(1)	Executive Vice President and Chief Investment Officer (CIO)
Jon C. Sajeski (2)	Former Chief Investment Officer
Robert R. Labenski (3)	Former Chief Accounting Officer

1.Mr. Flouhouse commenced employment with the Company as Executive Vice President and Chief Investment

Officer, effective May 6, 2024.

2.Mr. Sajeski's employment with the Company ended as of March 25, 2024.

3.Mr. Labenski's employment with the Company ended as of March 20, 2024.

Summary of the Executive Compensation Program

How We Link Pay

to Performance

How We Assess Pay

What We Reward

•Inclusion of key financial

metrics in our annual cash

incentive plan to ensure

NEOs are rewarded for

performance relative to our

annual budget and each

NEO's individual

performance goals

•Long-term incentives

composed of a mix of

performance-based units

and time-based restricted

stock awards, linking a

substantial portion of pay

opportunity to long-term

performance

•Majority of total target pay

opportunity is at-risk and

tied to the Company's

performance

•Successful execution of the

annual business plan and

the achievement of key

financial metrics

•Decision-making that yields

long-term value creation for

stockholders

•Sustained growth over the

long-term and the

successful execution of our

long-term strategic

business plan

•Overall target total

compensation opportunity

is assessed for

competitiveness relative

to a peer group of

comparable REITs

•The structure of our

executive compensation

program is reviewed on an

annual basis relative to

our peer group, general

best practices and

governance standards

23 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Based on our annual assessment of market practices and our compensation objectives, we have

implemented a pay-for-performance compensation structure that includes the following key elements:


	Description	Objective


Base Salary	Fixed level of compensation	Reviewed annually with reference to market- competitive base salary, background, knowledge, skills, and performance.


Annual Incentive Program	Core FFO1 ($ millions)	Award determinations under the annual incentive program are based on quantitative and qualitative factors set by the Compensation Committee each year that are designed to be consistent with our annual business plan.
	(40%)

	G&A Expense ($ millions)
	(25%)

	Discretionary; Assessment of Corporate Performance
	(20%)

	Individual Goals / Adherence to Core Values
	(15%)


Long-Term Incentives	Average 3-Year Same Store Cash NOI1 Growth (50%)	Performance-based equity awards are intended to encourage our NEOs to focus on sustaining our long-term performance, thus minimizing the risk of our NEOs focusing on short-term gains at the expense of our long-term performance.
	Average 3-Year Same Store Cash NOI1 Growth (50%)

	Ratable Vesting over 4 Years (50%)	Time-based equity awards promote retention, encourage long-term performance to maximize share value and dividends paid to our stockholders, and promote an ownership mentality by our NEOs.
	Ratable Vesting over 4 Years (50%)

1.Non-GAAP financial measure. For definitions and reconciliations of non-GAAP financial measures to their most

directly comparable GAAP financial measures, see Appendix A.

Compensation Objectives and Philosophy

Our executive compensation program is designed to accomplish the following key objectives:

•attract, motivate and retain highly qualified executives;

24 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

•align incentive compensation with annual and long-term performance objectives based on

challenging but achievable goals;

•employ a balanced compensation structure that encourages prudent growth and does not

encourage excessive risk taking; and

•ensure a high degree of alignment of the interests of our executives and our stockholders.

The Company applied this philosophy in establishing our executive compensation program. The

Compensation Committee reviews the components of our executive compensation program annually to

ensure that they continue to meet the evolving strategy of the Company. At our 2024 Annual Meeting of

Stockholders, our stockholders approved (approximately 79% of the votes cast), on an advisory basis, last

year’s say-on-pay vote. Our Compensation Committee and Board of Directors considered these final vote

results and determined that, given the significant level of support and the overall effectiveness of our

system, no material changes to our executive compensation philosophy, policies or practices were

necessary or desirable on such vote results. For 2025, the Company made changes to the annual and long-

term incentive programs' performance metrics to reflect the Company's listing on the NYSE on June 13,

2024. For further details, see "Elements of Compensation" below.

Roles and Responsibilities

In determining compensation for our NEOs, we employ the following process:

•Role of the Compensation Committee: The Compensation Committee of the Board (composed

entirely of independent directors) operates under a written charter and is responsible for

establishing and approving the terms of the compensation of the Company’s NEOs. The

Compensation Committee is responsible for: (a) determining and approving target pay opportunities

for each of the NEOs; (b) establishing and annually reviewing corporate goals and objectives related

to incentive compensation programs; (c) assessing performance related to such goals and

objectives; and (d) administering equity-based awards. Additionally, the Compensation Committee

makes recommendations to the Board with respect to the compensation of non-employee directors.

•Role of the CEO: Our CEO is consulted by the Compensation Committee with respect to the

performance goals used in our incentive compensation programs. The Compensation Committee

retains the authority to set all such performance goals. Our CEO plays an important role in setting

compensation for other NEOs by providing the Compensation Committee with an evaluation of their

performance, suggested changes to annual target pay opportunities and input on overall company

performance. To the extent that any discussions are held regarding Mr. Seton’s own compensation,

Mr. Seton will recuse himself from any such discussion and not participate in any resulting decisions.

•Role of the Compensation Consultant: The Compensation Committee has the sole authority to

retain any compensation consultant and to approve such consultant’s fees and other retention

terms. In accordance with this authority, the Compensation Committee retained FPC as its

independent compensation consultant with respect to 2024 NEO compensation. In 2024, the

Compensation Committee directed FPC to, among other things: (a) assist in applying our

compensation philosophy toward designing a compensation program; (b) analyze the

competitiveness and appropriateness of compensation levels for NEOs relative to a peer group of

comparable REITs (discussed further below); (c) recommend to the Compensation Committee

advisable compensation programs; (d) make specific recommendations related to CEO pay

opportunities; and (e) assess the reasonableness of the CEO’s recommendations for other NEOs.

Peer Group

Our peer group is used as a reference point in making compensation decisions, such as determining target

pay opportunities and developing cash bonus and long-term incentive award ranges and practices for both

individual elements of compensation and total compensation. Although we use peer information as a point of

reference, we do not target our compensation levels against a specific percentile relative to our peer group.

25 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Each year, the Company (in consultation with FPC) reviews the peer group to ensure each peer continues to

be an appropriate comparison. We reviewed our peer group based on the following criteria:

•Comparable Size – REITs within an appropriate size range in terms of total capitalization, which we

define as approximately 0.5x to no more than 2.5x relative to our Company.

•Healthcare REITs – Focus on healthcare REITs that primarily invest in similar medical properties.

•Net Lease REITs – Focus on net lease REITs that invest in similar lease structures and seek to

achieve similar financial performance as the Company.

For 2024, we included only publicly traded REITs for selection of our peer group companies because they

may have compensation structures more consistent to that of the strategy of the Company.

The Company also made the following updates to the 2023 peer group:

•Spirit Realty Capital was removed as, due to its merger with Realty Income in January 2024, it falls

outside of the Company's size criteria

•Physicians Realty Trust was removed as, due to its merger with Healthpeak Properties in March

2024, it falls outside of the Company's size criteria

The following companies comprised the Company's 2024 peer group:


Peer Group for Establishing 2024 Executive Compensation
American Healthcare REIT, Inc. (AHR)	Global Medical REIT Inc. (GMRE)
Broadstone Net Lease, Inc. (BNL)	InvenTrust Properties Corp. (IVT)
CareTrust REIT, Inc. (CTRE)	LTC Properties, Inc. (LTC)
Community Healthcare Trust Incorporated (CHCT)	LXP Industrial Trust (LXP)
Easterly Government Properties, Inc. (DEA)	NETSTREIT Corp. (NTST)
Essential Properties Realty Trust, Inc. (EPRT)	Sabra Health Care REIT, Inc. (SBRA)
Four Corners Property Trust, Inc. (FCPT)

Elements of Compensation

The three primary components of our NEO compensation program are: base salary; annual cash bonus; and

long-term incentive awards, including performance-based equity awards and time-based equity awards.

Our compensation programs are designed to be complementary, and to collectively serve our executive

compensation objectives and philosophy. The following is a discussion of the primary elements of 2024

compensation for each of our NEOs.

Base Salary

Each NEO is entitled to receive a base salary (“Base Salary”), subject to annual review by the Compensation

Committee. The Compensation Committee determined to increase our CEO's Base Salary to $825,000 from

$800,000 in 2023 to align with market compensation. In addition, the Compensation Committee increased

our CFO’s Base Salary to $525,000 from $470,000 in 2023 in connection with expanded positional duties

and responsibilities. The Compensation Committee did not increase the Base Salaries of our other NEOs for

2024. The following are the annual 2024 base salaries for the NEOs:


Name	2024 Base Salary
Michael A. Seton	$825,000
Kay C. Neely	$525,000
Christopher K. Flouhouse	$475,000
Jon C. Sajeski(1)	$340,000
Robert R. Labenski(2)	$300,000

26 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

1.Mr. Sajeski's employment with the Company ended as of March 25, 2024.

2.Mr. Labenski's employment with the Company ended as of March 20, 2024.

Annual Incentive Program

All cash bonus awards for the NEOs are made pursuant to our annual incentive programs, using a pay-for-

performance structure, as follows:

•Award determinations under the annual incentive program are based on quantitative and qualitative

factors set by the Compensation Committee each year that are consistent with our annual business

plan.

•The payouts under the annual incentive program are based on the achievement of certain threshold,

target and maximum levels of corporate and individual performance metrics.

Cash bonus opportunities are determined for each NEO at the beginning of each fiscal year by the

Compensation Committee based on the review of competitive market data and internal pay considerations.

Actual amounts earned by each NEO equals 50% of the target amount if threshold performance goals are

satisfied and 175% of the target amounts if maximum performance goals are satisfied. For performance

achievement between threshold and target, the actual amounts earned are interpolated between 50% and

100% of the target bonus. For performance achievement between target and maximum, the actual amounts

earned are interpolated between 100% and 175% of the target bonus.

Below are the 2024 cash bonus opportunities for each NEO:


Name	Threshold	Target	Maximum
Michael A. Seton	$556,875	$1,113,750	$1,949,063
Kay C. Neely	$262,500	$525,000	$918,750
Christopher K. Flouhouse(1)	N/A	$475,000	N/A
Jon C. Sajeski(2)	$157,500	$315,000	$551,250
Robert R. Labenski(3)	$92,500	$185,000	$323,750

1.Mr. Flouhouse's cash bonus opportunity for calendar year 2024 was set at a fixed amount equal to the target cash

bonus, prorated to reflect the period from commencement of employment on May 6, 2024 through December 31,

2024. See "Summary Compensation Table."

2.Mr. Sajeski's employment with the Company ended on March 25, 2024. Mr. Sajeski's cash bonus for calendar year

2024 was his target annual cash bonus for 2024 prorated for the portion of the year he was employed. See

"Summary Compensation Table."

3.Mr. Labenski's employment with the Company ended on March 20, 2024. Mr. Labenski's cash bonus for calendar

year 2024 was his target annual cash bonus for 2024 prorated for the portion of the year he was employed. See

"Summary Compensation Table."

For 2024, cash bonus awards were calculated under our formulaic annual incentive program with payouts

based upon the achievement of performance goals that are aligned with our annual operating budget and

strategic goals for the year.

The 2024 cash bonus program included the following measures:


Performance Metric
Core FFO	40%
General & Administrative (G&A) Expense	25%
Assessment of Other Corporate Performance	20%
Individual Goals/Adherence to Core Values	15%

27 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

For 2024, the individual performance goals for Ms. Neely were as follows:

•Timely financial reporting, accuracy and appropriate public disclosure;

•Corporate visibility with bank and investor markets;

•Effective balance sheet management;

•Active participation in industry events/financial officer groups; and

•Successful oversight of the finance, investor relations and capital markets functions and initiatives.

For 2024, the individual performance goals for Mr. Flouhouse were as follows:

•Establish, coordinate and lead targeted calling effort;

•Participate in industry events to expand company presence with tenant, broker and developer client

base; and

•Coordinate all investment management, property management and acquisition teams to maximize

outcomes.

During the prior year, the Compensation Committee approved threshold, target and maximum goals for each

of the Core FFO, G&A Expense, and qualitative performance factors that would be assessed for each

individual. In January 2025, the Compensation Committee reviewed performance as compared to these

performance goals as follows:


Performance Metric	Threshold	Target	Maximum	Actual Results
Core FFO ($ millions)(1)	$100.26	$107.80	$114.27	$126.03
G&A Expense ($ millions)(1)	$34.32	$32.07	$30.15	$29.36
Assessment of Other Corporate Performance(2)	1.0	3.0	5.0	5.0
Individual Goals/Adherence to Core Values(3)	1.0	3.0	5.0	5.0

1.Goals are subject to adjustment based on any unbudgeted dispositions, acquisitions and transaction activity

completed during the year. G&A Expense excludes recruiting fees, severance arrangements, transaction/strategic

alternative driven expenses, internal property management fee allocation, compensation adjustments above or

below target, and litigation expenses. Any such adjustments are subject to the Compensation Committee’s review

and approval.

2.Performance under this category is based on the Compensation Committee’s qualitative assessment of key

corporate performance factors that are consistent with the Company’s strategic business plan (i.e., achievement of

various business initiatives, including implementation of information technology initiatives) and scored between 1.0

to 5.0, as described below.

3.Satisfaction of individual goals and adherence to the Company’s core values that are established at the beginning

of the year, are based on a qualitative review of performance for each NEO and are scored between 1.0 and 5.0, as

described below.

For the assessment of other corporate performance, the Compensation Committee reviewed factors that

had a significant impact on the Company’s overall performance for the year and decision-making that

yielded long-term value creation for stockholders. Based on this assessment, the Compensation Committee

approved a 5.0 out of 5.0 score under this goal based on the following factors:

•Successfully listed the Company on the NYSE and executed a tender offer below the range of

original guidance increasing value enhancement through share repurchase;

•Successfully met with and established key institutional investor relationships with various investor

types, including hedge funds, generalist, and long only sources;

28 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

•Successfully fully resolved GenesisCare bankruptcy through re-letting or selling all 17 assets of the

portfolio;

•Achieved strong earnings results and $181.6 million in investments while maintaining a strong

balance sheet with only 3.3x net debt/EBITDAre ratio; and

•Delivered 10.76% total return since our direct listing date, which was above the median of the

Executive Compensation Peer Group.

The Annual Incentive Program also included a review of individual performance for the CEO and the CFO. In

2024, the Compensation Committee assessed the CEO’s performance, including successfully leading the

Company’s long anticipated liquidity event through a direct listing on the NYSE in June 2024, successfully

leading the non-deal road-show and post-listing investor engagement via multiple channels and events,

acquiring $164.1 million in core property acquisitions and originating $17.5 million in structured mezzanine

loans, achieving revenues of $186.9 million, or 8.8% more than budget, achieving AFFO results of 16.7% in

excess of budget while maintaining a conservative balance sheet evidenced through a conservative AFFO

pay-out ratio of 69.7% and year end leverage of net debt to EBITDAre of 3.3x, and engaging in leasing

activity of over 1 million square feet, or 20%, of the portfolio. Based on its assessment, the Compensation

Committee approved a 5.0 out of 5.0 score for the CEO under this factor. Mr. Seton established and

assessed individual performance for the CFO. The objectives for the CFO are intended to measure day-to-

day activities that enhance and support the Company’s overall strategic and operational objectives. For the

CFO, the CEO recommended, and the Compensation Committee approved, an individual score of 5.0. As Mr.

Flouhouse was hired during 2024, his performance was not evaluated for purposes of our annual incentive

program as he was entitled to receive a fixed bonus for 2024 equal to his target bonus, prorated to reflect

the period of employment from his first day of employment through December 31, 2024.

2024 Payouts Under the Annual Incentive Program

The approved annual cash bonus awards calculated under the Annual Incentive Program were as follows:


Name	2024 Cash Bonus Award
Michael A. Seton	$1,949,063
Kay C. Neely	$918,750
Christopher K. Flouhouse	$310,178

Changes to 2025 Annual Incentive Program

For our 2025 annual incentive program, instead of utilizing Core FFO and G&A Expense, the Compensation

Committee determined to use a per share earnings metric (AFFO per share) for the corporate performance

component of our incentive program to be more consistent with peer companies and to align our

compensation program with market practice given our listing on the NYSE in 2024. By utilizing AFFO per

share, the Compensation Committee determined that this metric takes into account both revenue and

expense on a per share basis, eliminating the need to include a G&A metric, while simultaneously introducing

a leverage metric to ensure the NEO's are measured not just on revenue and earnings growth but prudent

balance sheet management. In addition, to streamline the subjective component of compensation for our

NEOs, the Compensation Committee determined that the subjective component will be a single component

customized for each NEO. In November 2024, the Compensation Committee approved the following

measures for the 2025 cash bonus program:


Performance Metric	CEO	Other NEOs
AFFO per Share	45%	45%
Net Debt to Adjusted EBITDA	25%	20%
Individual Goals/Corporate or Department Performance	30%	35%

29 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Long-Term Incentive Awards

Long-term incentive awards are designed to align NEO compensation with the long-term results of the

Company and to align NEO pay with the interests of our stockholders, as follows:

•Award values are granted in a balanced mix of performance-based equity awards and time-based

equity awards.

•Performance-based equity awards are intended to encourage our NEOs to focus on sustaining our

long-term performance, thus minimizing the risk of our NEOs focusing on short-term gains at the

expense of our long-term performance.

•Time-based equity awards are intended to promote retention, encourage long-term performance to

maximize our share value and dividends paid to our stockholders, and promote an ownership

mentality by our NEOs.

Long-term incentive awards for each NEO are determined at the sole discretion of the Compensation

Committee at the beginning of each fiscal year based on a review of competitive market data, internal pay

considerations and Company performance. The 2024 grant date fair value for each NEO was granted 50% in

the form of performance-based equity awards and 50% in the form of time-based equity awards as follows:


Name	2024 Performance-Based Equity Award Value	2024 Time-Based Equity Award Value
Michael A. Seton	$1,137,500	$1,137,500
Kay C. Neely	$550,000	$550,000
Christopher K. Flouhouse(1)	$412,500	$412,500
Jon C. Sajeski(2)	$162,500	$162,500
Robert R. Labenski(3)	$125,000	$125,000

1.Mr. Flouhouse's grant date fair value of the performance-based equity award and the time-based equity award

were prorated to reflect his commencement of employment on May 6, 2024. See "Summary Compensation Table."

2.In connection with Mr. Sajeski's termination from the Company on March 25, 2024, he received pro-rated and

immediate vesting of his performance-based equity award and full and immediate vesting of his time-based equity

award.

3.In connection with Mr. Labenski's termination from the Company on March 20, 2024, he received pro-rated and

immediate vesting of his performance-based equity award and full and immediate vesting of his time-based equity

award.

The 2024 time-based equity awards were granted in restricted stock awards of common stock of the

Company that vest ratably over a four-year period, subject to continued employment through the vesting

date (“Time-Based RCS”) and will be subject to the terms of the Restricted Share Plan and the award

agreement.

The 2024 performance-based equity awards were approved in deferred stock unit awards that may be

earned and vest based on achievement of average same store cash NOI growth goals over a three-year

performance period, subject to continued employment through the applicable vesting date (“Performance-

Based DSUs”). Performance-Based DSUs awarded to our NEOs represent a contingent right to receive

shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions,

attainment of specified performance metrics, and/or other restrictions, as set forth in the Restricted Share

Plan and the award agreement. The number of 2024 Performance-Based DSUs that may ultimately become

earned and vested will be determined following the conclusion of the performance period on December 31,

2026, at the following levels:


Performance-Based DSUs	Threshold	Target	Maximum
3-Year Average Same Store Cash NOI1 Vesting Percentage	50%	100%	150%

1.Non-GAAP financial measure. For definitions and reconciliations of certain non-GAAP financial measures to their

most directly comparable GAAP financial measures, see Appendix A.

30 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

No Performance-Based DSUs will vest if the Company’s 3-Year Average Same Store Cash NOI growth is

below the threshold performance goal. The vesting percentage will be calculated using straight-line

interpolation if performance falls in between the threshold and target performance goals or between the

target and maximum performance goals. The target for the 3-Year Average Same Store Cash NOI was

established by the Compensation Committee at the time of the award.

Changes to 2025 Performance-Based DSUs

For 2025, the Compensation Committee changed the vesting criteria for Performance-Based DSU grants to

a metric based upon on the Company's total shareholder return relative to the MSCI US REIT Index and a

Healthcare REIT Peer Group, as defined by the Compensation Committee. The 2025 Performance-Based

DSUs will be measured over a three-year performance period from January 1, 2025 - December 31, 2027,

subject to the NEO's continued employment through the applicable vesting date. The Compensation

Committee determined to use total shareholder return relative to the MSCI US REIT Index and a Healthcare

REIT Peer Group instead of Average Same Store Cash NOI for the DSUs granted in 2025 to align our

compensation program with market practice given our listing on the NYSE in 2024. In addition,

Performance-Based DSUs were modified to provide for vesting of awards on a change in control, death, or

disability.

2022-2024 Performance-Based DSUs Performance & Payouts

As previously discussed in our 2023 proxy statement, the Performance-Based DSUs granted in 2022 were

to be earned and vested, if at all, in an amount between 0% and 150% of the target amount based on

average Same Store Cash NOI over a three-year period. In January 2025, the Compensation Committee

determined that performance exceeded maximum for the three-year average Same Store Cash NOI

performance goals established for the January 1, 2022 – December 31, 2024 performance period. As a

result, each NEO received a total payout of 150% of the target amount. Average Same Store Cash NOI

growth was as follows:


2022-2024 Performance-Based DSUs	Threshold	Target	Maximum	Actual
3-Year Average Same Store Cash NOI Growth(1)(2)	0.56%	1.02%	1.45%	1.59%

1.Non-GAAP financial measure. For definitions and reconciliations of certain non-GAAP financial

measures to their most directly comparable GAAP financial measures, see Appendix A.

2.Goals are subject to adjustment based on unbudgeted disposition activity.

Equity Grant Practices

At the beginning of the first fiscal quarter, the Compensation Committee typically approves grants of time-

based awards and, during the first fiscal quarter, the Compensation Committee certifies achievement of the

prior year’s performance criteria for performance-based awards. In special circumstances, including the

hiring or promotion of an individual or where the Compensation Committee determines it is in the best

interest of the Company, the Compensation Committee may approve grants of equity awards at other times.

The Compensation Committee does not take material nonpublic information into account when determining

the timing and terms of an award and the Compensation Committee has not timed the disclosure of material

nonpublic information for the purpose of affecting the value of executive compensation.

During 2024, none of our NEOs were awarded stock options.

Clawback Policy

In 2024, the Board adopted the Sila Realty Trust, Inc. Clawback Policy (the “Clawback Policy”) in compliance

with NYSE rules. Our Clawback Policy applies to all incentive-based compensation awarded to current and

former executive officers. Accordingly, in the event of a restatement of our financial statements because of

material noncompliance with financial reporting requirements under federal securities laws, the Board will, if

determined appropriate, recover from current and former executives any erroneously awarded incentive-

31 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

based compensation paid for any applicable performance periods. Our Clawback Policy was filed as an

exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

Retirement Savings Opportunities

All eligible full-time employees, including our NEOs, and all part-time employees working at least 20 hours

per week, are able to participate in our 401(k) retirement savings plan, or the 401(k) Plan. We provide the

401(k) Plan to allow our employees to save a portion of their cash compensation for retirement in a tax-

efficient manner. Under the 401(k) Plan, employees are eligible to defer a portion of their base salary, and

we currently make a matching contribution of up to 6% of each participant’s annual base salary, determined

by the individual’s contribution and as restricted by the statutory limit.

Health and Welfare Benefits

We provide to all full-time employees, including our NEOs, and part-time employees working at least 30

hours per week, a competitive benefits package, which includes medical, vision, dental, short- and long-

term disability insurance, and life insurance plans.

Tax Considerations

Although the Compensation Committee intends to consider the impact of Section 162(m) in structuring

compensation programs, it expects its primary focus to continue to be on creating programs that address

the needs and objectives of the Company regardless of the impact of Section 162(m). As a result, the

Compensation Committee may make awards and structure programs that are non-deductible under Section

162(m).

32 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Summary Compensation Table

The table below summarizes the compensation of our NEOs for the fiscal years ended December 31, 2024,

2023 and 2022:


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)		Total Compensation ($)(3)
Michael A. Seton Chief Executive Officer	2024	$825,000	$—	$2,275,000		$1,949,063		$461,392	(5)	$5,510,455
	2023	$800,000	$—	$2,275,000		$1,728,000		$698,420		$5,501,420
	2022	$800,000	$—	$2,000,000		$1,408,904		$190,624		$4,399,528
Kay C. Neely Chief Financial Officer	2024	$525,000	$—	$1,100,000		$918,750		$214,948	(6)	$2,758,698
	2023	$470,000	$—	$975,000		$712,344		$296,884		$2,454,228
	2022	$470,000	$—	$825,000		$607,037		$96,737		$1,998,774
Christopher K. Flouhouse Chief Investment Officer	2024	$311,269	$—	$1,040,984	(7)	$310,178	(8)	$23,523	(9)	$1,685,954
Jon C. Sajeski Former Chief Investment Officer(4)	2024	$79,333	$—	$325,000		$—		$1,121,944	(10)	$1,526,277
	2023	$340,000	$—	$325,000		$427,219		$117,559		$1,209,778
	2022	$340,000	$—	$275,000		$379,282		$52,008		$1,046,290
Robert R. Labenski Former Chief Accounting Officer(4)	2024	$66,250	$—	$250,000		$—		$779,235	(11)	$1,095,485
	2023	$300,000	$—	$250,000		$269,984		$40,639		$860,623
	2022	$122,727	$—	$350,000		$83,782		$7,063		$563,572

1.Represents long-term incentive awards. The amounts in this column represent the aggregate grant date fair value

in accordance with FASB ASC 718. The assumptions used in determining the grant date fair value are set forth in

Note 15 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December

31, 2024. The threshold, target and maximum payout amounts for the Performance-Based DSUs granted to our

NEOs during 2024 are shown in the "Grants of Plan-Based Awards" table below.

2.Represents the annual cash bonus awards under the Annual Incentive Program paid to the NEOs with respect to

the applicable year. See “Elements of Executive Compensation – Annual Incentive Program” for further discussion.

The threshold, target and maximum payout amounts for each NEO's Annual Incentive Program payout opportunity

for 2024 are shown in the "Grants of Plan-Based Awards" table below.

3.The dollar value in this column for each NEO represents the sum of all compensation reflected in the previous

columns.

4.The Company's employment relationship ended with Mr. Sajeski and Mr. Labenski on March 25, 2024, and March

20, 2024, respectively.

5.Represents $20,700 in Company 401(k) match, $227,791 in dividends on unvested restricted common stock and

$212,901 in accrued dividend equivalents paid on Performance-Based DSUs that have been earned and vested for

the performance period ending December 31, 2024, based on the achievement of certain performance criteria

established on January 1, 2022.

6.Represents $20,700 in Company 401(k) match, $106,426 in dividends on unvested restricted common stock and

$87,822 in accrued dividend equivalents paid on Performance-Based DSUs that have been earned and vested for

the performance period ending December 31, 2024, based on the achievement of certain performance criteria

established on January 1, 2022.

7.On May 6, 2024, Mr. Flouhouse was granted a one-time initial equity award of time-based restricted shares of

common stock (the "One-Time Initial Equity Award") with a grant date fair value of $500,000, which, subject to Mr.

Flouhouse's continuous employment through the applicable vesting date, with certain exceptions, will vest on

December 31, 2028. The One-Time Initial Equity Award was granted under and subject to the terms of the

Restricted Share Plan and an award agreement. In addition, on May 6, 2024, Mr. Flouhouse was granted an award

of time-based restricted stock, (the "Flouhouse Time-Based 2024 Award"), and an award of performance-based

restricted stock units, (the "Flouhouse Performance-Based 2024 Award"), which are collectively referred to as the

Flouhouse 2024 Awards, and were granted under and subject to the terms of the Restricted Share Plan and an

33 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

award agreement. The combined value of the shares of common stock underlying the Flouhouse 2024 Awards on

the grant date was $825,000, prorated to reflect his commencement of employment on May 6, 2024, with 50% of

the grant date value of the Flouhouse 2024 Awards consisting of the Flouhouse Performance-Based 2024 Award

and 50% consisting of the Flouhouse Time-Based 2024 Award.

8.Mr. Flouhouse's cash bonus opportunity for calendar year 2024 was set at a fixed amount equal to the target cash

bonus, prorated to reflect the period from commencement of employment on May 6, 2024 through December 31,

2024.

9.Represents $23,523 in dividends on unvested restricted common stock.

10.Represents $1,088,114 in severance payments paid or payable to Mr. Sajeski in connection with his departure in

March 2024, consisting of (i) $982,500 in cash severance payment equal to the product of his 2024 base salary

and target annual bonus, and a severance multiple of 1.5x; (ii) $73,356 of his target annual bonus for 2024

prorated for the portion of the year he was employed; and (iii) $32,258 for COBRA coverage, $20,784 in cash

payment relating to dividends on his vested Performance-Based DSUs and $13,046 in dividends on unvested

restricted common stock. See "Severance Plan - Jon C. Sajeski Termination" for details of the separation payments

made to Mr. Sajeski in connection with his departure.

11.Represents $768,048 in severance payments paid or payable to Mr. Labenski in connection with his departure in

March 2024, consisting of (i) $727,500 in cash severance payment equal to the product of his 2024 base salary

and target annual bonus, and a severance multiple of 1.5x; and (ii) $40,548 of his target annual bonus for 2024

prorated for the portion of the year he was employed, $3,108 in cash payment relating to dividends on his vested

Performance-Based DSUs and $8,079 in dividends on unvested restricted common stock. See "Severance Plan -

Robert R. Labenski Termination" for details of the separation payments made to Mr. Labenski in connection with his

departure.

34 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Grants of Plan-Based Awards

The table below sets forth information with respect to plan-based awards in 2024 to our NEOs:


Name	Type of Award	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards:	Grant Date Fair Value of Awards(1) ($)
Name	Type of Award	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Number of Shares of Stock (#)	Grant Date Fair Value of Awards(1) ($)
Michael A. Seton	Cash Bonus	January 1, 2024	$556,875	$1,113,750	$1,949,063	—	—	—	—	$—
	Time-Based RCS(2)	January 1, 2024	—	—	—	—	—	—	38,018	$1,137,500
	Performance- Based DSUs(3)	January 1, 2024	—	—	—	19,009	38,018	57,027	—	$1,137,500
Kay C. Neely	Cash Bonus	January 1, 2024	$262,500	$525,000	$918,750	—	—	—	—	$—
	Time-Based RCS(2)	January 1, 2024	—	—	—	—	—	—	18,382	$550,000
	Performance- Based DSUs(3)	January 1, 2024	—	—	—	9,191	18,382	27,574	—	$550,000
Christopher K. Flouhouse	Cash Bonus(4)	May 6, 2024	N/A	$475,000	N/A	—	—	—	—	$—
	Time-Based RCS(5)	May 6, 2024	—	—	—	—	—	—	25,752	$770,492
	Performance- Based DSUs(3)(6)	May 6, 2024	—	—	—	4,520	9,041	13,561	—	$270,492
Jon C. Sajeski	Cash Bonus(7)	January 1, 2024	$157,500	$315,000	$551,250	—	—	—	—	$—
	Time-Based RCS(8)	January 1, 2024	—	—	—	—	—	—	5,431	$162,500
	Performance- Based DSUs(9)	January 1, 2024	—	—	—	2,716	5,431	8,147	—	$162,500
Robert R. Labenski	Cash Bonus(7)	January 1, 2024	$92,500	$185,000	$323,750	—	—	—	—	$—
	Time-Based RCS(8)	January 1, 2024	—	—	—	—	—	—	4,178	$125,000
	Performance- Based DSUs(9)	January 1, 2024	—	—	—	2,089	4,178	6,267	—	$125,000

1.The amounts shown in this column represent the grant date fair value for the long-term incentive awards granted

to our NEOs during the covered year calculated in accordance with ASC 718. The assumptions used in determining

the grant date fair value are set forth in Note 15 to the Consolidated Financial Statements in our Form 10-K for the

year ended December 31, 2024.

2.Consists of time-based restricted common stock, which, subject to the NEOs continuous employment through the

applicable vesting dates, with certain exceptions, will vest ratably over a four-year period ending January 1, 2028.

The awards were granted under and subject to the terms of the Restricted Share Plan and an award agreement.

3.Consists of Performance-Based DSUs. See "Performance-Based DSUs" above for a further description of the

vesting terms for these awards.

4.Mr. Flouhouse's cash bonus for calendar year 2024 was set at a fixed amount equal to the target cash bonus

(rather than being based on criteria and goals established and administered by the Board or the Compensation

Committee), prorated to reflect the period of employment from commencement of employment on May 6, 2024

through December 31, 2024.

5.On May 6, 2024, Mr. Flouhouse was granted (i) the One-Time Initial Equity Award of 16,711 time-based restricted

shares of common stock, which, subject to Mr. Flouhouse's continuous employment through the applicable vesting

date, with certain exceptions, will vest on December 31, 2028; and (ii) the Flouhouse Time-Based 2024 Award of

9,041 time-based restricted shares of common stock, which, subject to the Mr. Flouhouse's continuous

35 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

employment through the applicable vesting dates, with certain exceptions, will vest ratably over a four-year period

ending January 1, 2028. The One-Time Initial Equity Award and the Flouhouse Time-Based 2024 Award were each

granted under and subject to the terms of the Restricted Share Plan and award agreements. The value of the

shares of common stock underlying the Flouhouse Time-Based 2024 Award was $412,500, prorated to reflect his

commencement of employment on May 6, 2024, resulting in a grant date fair value of $270,492. The grant date

fair value of the shares of common stock underlying the One-Time Initial Equity Award was $500,000.

6.The value of the shares of common stock underlying the Flouhouse Performance-Based 2024 Award was

$412,500, prorated to reflect his commencement of employment on May 6, 2024, resulting in a grant date fair

value of $270,492.

7.In connection with the end of Mr. Sajeski's and Mr. Labenski's employment with the Company on March 25, 2024

and March 20, 2024, respectively, Messrs. Sajeski and Labenski received a cash bonus of $73,356 and $40,548,

respectively, which was their target annual cash bonus for 2024 prorated for the portion of the year they were

employed.

8.In connection with the end of Mr. Sajeski's and Mr. Labenski's employment with the Company on March 25, 2024

and March 20, 2024, respectively, Messrs. Sajeski and Labenski received full and immediate vesting of their Time-

Based RCS.

9.In connection with the end of Mr. Sajeski's and Mr. Labenski's employment with the Company on March 25, 2024

and March 20, 2024, respectively, Messrs. Sajeski and Labenski received pro-rated and immediate vesting of their

Performance-Based DSUs.

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth information with respect to outstanding equity awards held by our NEOs as of

December 31, 2024:


	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
Michael A. Seton	85,682	$2,083,786	34,595	(3)	$841,350
Michael A. Seton			57,027	(4)	$1,386,897
Kay C. Neely	38,308	$931,651	14,826	(3)	$360,568
Kay C. Neely			27,573	(4)	$670,575
Christopher K. Flouhouse	25,751	$626,264	13,560	(4)	$329,779
Jon C. Sajeski(5)	—	$—	—		$—
Robert R. Labenski(5)	—	$—	—		$—

1.These represent Time-Based RCS, which, subject to the NEO's continuous employment through the applicable

vesting dates, with certain exceptions, vest as follows:


Mr. Seton (#)	Ms. Neely (#)	Mr. Flouhouse (#)	Vesting Dates
6,473	2,518	—	100% on January 8, 2025
15,244	6,288	—	50% per year on January 3, 2025 and 2026
25,947	11,120	—	33 1/3% per year on January 1, 2025, 2026, and 2027
38,018	18,382	9,040	25% per year on January 1, 2025, 2026, 2027 and 2028
—	—	16,711	100% on December 31, 2028

2.The market value of shares of stock or units that have not yet vested as reported in the table above was

determined by multiplying the number of shares of stock or units by $24.32, the closing price of our common stock

36 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

on December 31, 2024. The actual value realized by the NEO will depend on the market value of shares of stock or

units on the date that the awards vest and the actual number of shares of stock or units that vest.

3.In calculating the number of Performance-Based DSUs and their value, we are required by SEC rules to compare

the Company's performance through 2024 for each outstanding Performance-Based DSU against the threshold,

target and maximum performance levels for the grants and report the applicable potential payout amount. If our

performance is between levels, we are required to report the potential payout at the next highest level. For

example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is

highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the

maximum potential payouts. The Performance-Based DSUs reported in this column represent target payout under

our 2023 Annual Incentive Program based on average three-year same store cash NOI growth during 2023 through

2025, and represents the results through the year ended December 31, 2024. Subject to the NEO's continuous

employment through the applicable vesting dates, with certain exceptions, the Performance-Based DSUs, if any,

will be issued following the performance period end date of December 31, 2025.

4.In calculating the number of Performance-Based DSUs and their value, we are required by SEC rules to compare

the Company's performance through 2024 for each outstanding Performance-Based DSU against the threshold,

target and maximum performance levels for the grants and report the applicable potential payout amount. If our

performance is between performance levels, we are required to report the potential payout at the next highest

level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and

even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards

using the maximum potential payouts. The Performance-Based DSUs reported in this column represent maximum

payout under our 2024 Annual Incentive Program based on average three-year same store cash NOI growth during

2024 through 2026, and represents the results through the year ended December 31, 2024. Subject to the NEO's

continuous employment through the applicable vesting dates, with certain exceptions, the Performance-Based

DSUs, if any, will be issued following the performance period end date of December 31, 2026.

5.In connection with their termination from the Company on March 25, 2024 and March 20, 2024, respectively,

Messrs. Sajeski and Labenski received full and immediate vesting of their Time-Based RCS and pro-rated and

immediate vesting of their Performance-Based DSUs.

Option Exercises and Stock Vested

Our NEOs do not have any options outstanding and did not exercise any options in 2024. The following table

sets forth information about the vesting of the equity awards held by each of our NEOs during the year

ended December 31, 2024:


	Stock Awards (1)
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Michael A. Seton	126,277	$3,198,425
Kay C. Neely	57,133	$1,441,928
Christopher K. Flouhouse	—	$—
Jon C. Sajeski(3)	36,713	$1,098,439
Robert R. Labenski(3)	20,498	$613,315

1.If an NEO used share withholding to satisfy the tax obligations with respect to the vesting of equity awards, the

number of shares acquired and the value realized were less than the amounts shown.

2.Prior to the Listing on June 13, 2024, there was no public market for our stock. The value realized on vesting as

reported in the table above is calculated as the net asset value of our common stock on the vesting date or the

share price of our common stock on the vesting date, as applicable.

3.In connection with their termination from the Company on March 25, 2024 and March 20, 2024, respectively,

Messrs. Sajeski and Labenski received full and immediate vesting of their Time-Based RCS and pro-rated and

immediate vesting of their Performance-Based DSUs.

Potential Payments Upon Termination or Change in Control

The table below reflects the amount of compensation that each of our NEOs (other than Mr. Sajeski and Mr.

Labenski, who were terminated on March 25, 2024 and March 20, 2024, respectively) would be entitled to

37 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

receive under the Employment Arrangements, assuming that such termination was effective as of

December 31, 2024. The following amounts are only estimates of the amounts that would be paid out to

each NEO upon termination of his or her employment. The actual amounts to be paid out can only be

determined at the time of such executive’s separation from the Company. In the event of a termination by

the Company for Cause, or by the executive without Good Reason (each as defined in the Employment

Agreements and discussed below), including in connection with a change in control, such executive would

not be entitled to any of the amounts reflected in the table and would only be entitled to the standard

termination benefits provided under his or her Employment Agreement or Severance Plan, as applicable. See

“—Employment Agreements” and “—Severance Plan” for further details.


	Termination Without Cause, Voluntary Termination for Good Reason or Termination Following Non- Renewal by the Company (No Change in Control)	Termination Without Cause, Voluntary Termination for Good Reason or Termination Following Non- Renewal by the Company (Change in Control)	Death	Disability
Michael A. Seton
Cash Severance Payment	$4,991,250	$6,930,000	$1,113,750	$1,526,250
Medical/Welfare Benefits	$22,992	$22,992	$22,992	$22,992
Equity-Award Acceleration(1)	$3,042,982	$4,011,412	$4,011,412	$4,011,412
Total	$8,057,224	$10,964,404	$5,148,154	$5,560,654
Kay C. Neely
Cash Severance Payment	$2,100,000	$2,625,000	$525,000	$787,500
Medical/Welfare Benefits	$22,992	$22,992	$22,992	$22,992
Equity-Award Acceleration(1)	$1,360,690	$1,811,617	$1,811,617	$1,811,617
Total	$3,483,682	$4,459,609	$2,359,609	$2,622,109
Christopher K. Flouhouse
Cash Severance Payment	$1,900,000	$2,375,000	$475,000	$712,500
Medical/Welfare Benefits	$34,081	$34,081	$34,081	$34,081
Equity-Award Acceleration(1)	$702,419	$854,374	$854,374	$854,374
Total	$2,636,500	$3,263,455	$1,363,455	$1,600,955

1.Represents all unvested Time-Based RCS and unvested Performance-Based DSUs and associated accrued

dividends outstanding as of December 31, 2024, that are eligible for acceleration under the terms of the

Employment Agreements and Severance Agreements.

Employment Agreements

As discussed in more detail in our Current Reports on Form 8-K filed with the SEC on September 30, 2020,

we closed on a transaction that provides for the internalization of the external management functions

previously performed for us by our former advisor and its affiliates (the "Internalization Transaction"). On

July 28, 2020, in connection with the execution of the purchase agreement relating to the Internalization

Transaction, Mr. Seton and Ms. Neely entered into Employment Agreements setting forth the terms upon

which they would serve as Chief Executive Officer and Chief Financial Officer, respectively. The

Employment Agreements with Mr. Seton and Ms. Neely were subsequently amended on June 17, 2022. As

discussed in more detail in our Current Reports on Form 8-K filed with the SEC on March 26, 2024, and then

again on November 13, 2024. Mr. Flouhouse entered into an employment agreement dated as of November

7, 2024, as filed with the SEC on November 13, 2024.

38 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Seton Employment Agreement

Pursuant to the terms of Mr. Seton’s Employment Agreement, as amended, Mr. Seton is entitled to, among

other things:

•an annual base salary of not less than $800,000;

•an annual cash bonus with a target amount of at least 135% of his annual base salary, based on criteria

and goals established by the Board or one of its committees, or the Seton Target Annual Bonus;

•as soon as practicable (but in no event more than 10 days) after the Closing of the Internalization

Transaction, a grant of time-based restricted stock with a grant date fair value of $2,000,000, which,

subject to Mr. Seton’s continuous employment through the applicable vesting dates, with certain

exceptions, which vested on December 31, 2024. Such award was granted under and subject to the

terms of the Restricted Share Plan and an award agreement;

•participate in all employee benefit programs made available to our employees generally from time to

time and to receive certain other perquisites; and

•payments and benefits upon termination of employment without “cause” or by Mr. Seton with “good

reason”, or non-renewal of the Employment Agreement, and with an execution of a release of claims as

follows: (1) a lump sum cash payment equal to a multiple of two (if the termination does not occur

within 12 months after a change in control) or three (if the termination occurs within 12 months after a

change in control) of the sum of his then-current base salary and the Seton Target Annual Bonus; (2) a

pro-rated annual bonus for the year of termination; (3) vesting of all outstanding equity-based awards

that are subject solely to time-based vesting conditions and vesting of equity-based awards subject to

performance-based vesting conditions in accordance with applicable award agreements; and (4) if Mr.

Seton elects continuation of coverage under our group health plan, continuation of subsidized health

care coverage on the same terms as in effect at the time of termination for 18 months or, if earlier, until

Mr. Seton becomes eligible for health care coverage from another employer or eligibility for

continuation of coverage under any group health plan ends.

Mr. Seton’s Employment Agreement provides that for the 24-month period following a termination of

employment for any reason, Mr. Seton will not solicit our employees or exclusive consultants or independent

contractors and will not solicit our customers or, in the case of a termination of employment where

severance is provided pursuant to the terms of the Employment Agreement, compete with us. The

Employment Agreement also contains covenants relating to the treatment of confidential information and

intellectual property matters and restrictions on the ability of Mr. Seton on the one hand and the Company

on the other hand to disparage the other.

Neely Employment Agreement

Pursuant to the terms of Ms. Neely’s Employment Agreement, as amended, Ms. Neely is entitled to, among

other things:

•an annual base salary of not less than $450,000;

•an annual cash bonus with a target amount of at least 100% of her annual base salary, based on criteria

and goals established by the Board or one of its committees, or the Neely Target Annual Bonus;

•as soon as practicable (but in no event more than 10 days) after the Closing of the Internalization

Transaction, a grant of time-based restricted stock with a grant date fair value of $1,000,000, which,

subject to Ms. Neely’s continuous employment through the applicable vesting dates, with certain

exceptions, which vested on December 31, 2024. Such award was granted under and subject to the

terms of the Restricted Share Plan and an award agreement;

•participate in all employee benefit programs made available to our employees generally from time to

time and to receive certain other perquisites; and

•payments and benefits upon termination of employment without “cause” or by Ms. Neely with “good

reason”, or non-renewal of the Employment Agreement, and with an execution of a release of claims as

follows: (1) a lump sum cash payment equal to a multiple of one and one half (if the termination does

not occur within 12 months after a change in control) or two (if the termination occurs within 12 months

after a change in control) of the sum of her then-current base salary and the Neely Target Annual

Bonus; (2) a pro-rated annual bonus for the year of termination; (3) vesting of all outstanding equity-

39 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

based awards that are subject solely to time-based vesting conditions and vesting of equity-based

awards that are subject to performance-based vesting conditions in accordance with applicable award

agreements; and (4) if Ms. Neely elects continuation of coverage under our group health plan,

continuation of subsidized health care coverage on the same terms as in effect at the time of

termination for 18 months or, if earlier, until Ms. Neely becomes eligible for health care coverage from

another employer or eligibility for continuation of coverage under any group health plan ends.

Ms. Neely’s Employment Agreement provides that for the 12-month period following a termination of

employment for any reason, Ms. Neely will not solicit our employees or exclusive consultants or independent

contractors and will not solicit our customers or, in the case of a termination of employment where

severance is provided pursuant to the terms of the Employment Agreement, compete with us. The

Employment Agreement also contains covenants relating to the treatment of confidential information and

intellectual property matters and restrictions on the ability of Ms. Neely on the one hand and the Company

on the other hand to disparage the other.

Flouhouse Employment Agreement

Pursuant to the terms of Mr. Flouhouse's Employment Agreement, Mr. Flouhouse is entitled to, among other

things:

•an annual base salary of $475,000;

•an annual cash bonus with a target amount of at least 100% of his annual base salary, based on criteria

and goals established by the Board or one of its committees, or the Flouhouse Target Annual Bonus;

•in the second quarter of calendar year 2024, the Flouhouse Time-Based 2024 Award, and the

Flouhouse Performance-Based 2024 Award, were granted under the Restricted Share Plan and award

agreements, which are collectively referred to as the Flouhouse 2024 Awards. The combined value of

the shares of our common stock underlying the Flouhouse 2024 Awards on the grant date was

$825,000, pro-rated based upon Mr. Flouhouse's commencement date of employment, with a portion

of the grant date value of the Flouhouse 2024 Awards consisting of the Flouhouse Performance-Based

2024 Award and a portion consisting of the Flouhouse Time-Based 2024 Award. The performance

objectives and other terms and conditions of the Flouhouse Performance-Based 2024 Award were

determined by the Board, and the Flouhouse Time-Based 2024 Award vests ratably over four years

following the grant date, subject to Mr. Flouhouse’s continued employment during the applicable

vesting dates, with certain exceptions;

•a one-time grant of time-based restricted shares of common stock, under the Restricted Share Plan,

with a grant date fair value of $500,000, which, subject to Mr. Flouhouse's continuous employment

through the applicable vesting date, will vest on December 31, 2028;

•participate in all employee benefit programs made available to our employees generally from time to

time and to receive certain other perquisites; and

•payments and benefits upon termination of employment without “cause” or by Mr. Flouhouse with

“good reason”, or non-renewal of the Employment Agreement, and with an execution of a release of

claims as follows: (1) a lump sum cash payment equal to a multiple of one and one half (if the

termination does not occur within 12 months after a change in control) or two (if the termination occurs

within 12 months after a change in control) of the sum of his then-current base salary and the

Flouhouse Target Annual Bonus; (2) a pro-rated annual bonus for the year of termination; (3) vesting of

all outstanding equity-based awards that are subject solely to time-based vesting conditions and

vesting of equity-based awards that are subject to performance-based vesting conditions in

accordance with applicable award agreements; and (4) if Mr. Flouhouse elects continuation of

coverage under our group health plan, continuation of subsidized health care coverage on the same

terms as in effect at the time of termination for 18 months or, if earlier, until Mr. Flouhouse becomes

eligible for health care coverage from another employer or eligibility for continuation of coverage under

any group health plan ends.

Mr. Flouhouse’s Employment Agreement provides that for the 18-month period following a termination of

employment for any reason, Mr. Flouhouse will not solicit our employees or exclusive consultants or

independent contractors and will not solicit our customers or compete with us. The Employment Agreement

also contains covenants relating to the treatment of confidential information and intellectual property

40 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

matters and restrictions on the ability of Mr. Flouhouse on the one hand and the Company on the other hand

to disparage the other.

The Employment Agreements with Mr. Seton, Ms. Neely and Mr. Flouhouse are collectively referred to as

the “Employment Arrangements”.

Severance Plan

The Company had a severance plan (the "Severance Plan"), which was primarily intended to help retain

NEOs, to provide appropriate protection that facilitated acting in the interest of the Company’s stockholders

in the event of a possible or actual change in control of the Company, to align the Company’s severance

arrangements with current market practice and to provide economic security to our NEOs in the event of

certain terminations of employment. If a participant’s employment with the Company terminated for any

reason, the Company was required to provide (or cause to be provided to) the participant his accrued

benefits, which were to consist of any of the following: (a) accrued but unpaid base salary and/or accrued

but unused vacation and/or paid time off; (b) vested employee benefits to which the participant was entitled

as of the termination; and (c) any reimbursement for necessary, customary or usual business expenses and

fees incurred by the participant in accordance with the applicable expense reimbursement policy. If a

participant were to incur a qualifying termination, the Company was to provide (or cause to be provided to)

the participant any earned but unpaid annual bonus relating to the calendar year prior to the year of such

termination (provided that, except as otherwise provided in the Offers of Employment, such participant was

required to remain employed through the last day of the calendar year to which the Annual Bonus relates), a

lump sum payment calculated in accordance with the Severance Plan and full and immediate vesting of

time-based equity-based incentive awards and prorated and immediate vesting of performance based

equity incentive awards. The Board terminated the Severance Plan in 2024. The Severance Plan had no

participants at the time of its termination.

Mr. Sajeski and Mr. Labenski's employment with the Company ended on March 25, 2024 and March 20,

2024, respectively. Mr. Sajeski and Mr. Labenski had at-will employment relationships (the "Offers of

Employment") with the Company. Their respective Offers of Employment included the terms and conditions

governing their employment, including base salary, annual cash bonus amounts and long-term incentive

awards, as well as their participation in the Severance Plan and other benefits applicable to all employees of

the Company.

Jon C. Sajeski Termination

In connection with his termination from the Company effective March 25, 2024, Mr. Sajeski received, or will

receive, certain benefits in accordance with his Offer of Employment and the Severance Plan, consisting of

(i) $982,500 in cash severance payment equal to the product of his current base salary and target annual

bonus, and a severance multiple of 1.5x; (ii) $73,356 of his target annual bonus for the current year,

prorated for the portion of the year he was employed; (iii) full and immediate vesting of his Time-Based RCS

in the amount of $792,709; (iv) pro-rated and immediate vesting of his Performance-Based DSUs in the

amount of $213,202; (v) a $20,784 cash payment relating to dividends on his vested Performance-Based

DSUs; and (vi) $32,258 for COBRA coverage.

Robert R. Labenski Termination

In connection with his termination from the Company effective March 20, 2024, Mr. Labenski received, or

will receive, certain benefits in accordance with his Offer of Employment and the Severance Plan, consisting

of (i) $727,500 in cash severance payment equal to the product of his current base salary and target annual

bonus, and a severance multiple of 1.5x; (ii) $40,548 of his target annual bonus for the current year,

prorated for the portion of the year he was employed; (iii) full and immediate vesting of his Time-Based RCS

in the amount of $529,584; (iv) pro-rated and immediate vesting of his Performance-Based DSUs in the

amount of $55,300; and (v) a $3,108 cash payment relating to dividends on his vested Performance-Based

DSUs.

Pay Versus Performance

The following tables and discussion summarize the relationship between NEO compensation actually paid

(“Compensation Actually Paid”), as calculated in the manner required by Item 402(v) of Regulation S-K, the

values reported in our Summary Compensation Table, and our financial performance results for our last five

completed fiscal years. The tables and the associated narrative and graphical disclosure should be viewed

together for a more complete presentation of such relationship over the time periods presented.

41 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

The calculations and analysis below do not necessarily reflect our approach to aligning executive

compensation with performance. For information concerning our compensation philosophy and how we align

executive compensation with financial performance, refer to the Compensation Discussion and Analysis on

page 22 of this proxy statement.


							Value of initial fixed $100 investment based on:
Year (1)	Summary Compensatio n Table Total for Principal Executive Officer (PEO)	Compensati on Actually Paid to PEO (2)(3)		Average Summary Compensati on Table Total for non-PEO NEOs	Average Compensatio n Actually Paid to non- PEO NEOs (2)(3)		Total Sharehold er Return (9)	Peer Group Total Shareholde r Return (10)	Net Income (Loss)(11) (in thousands)	Core FFO (12) (in thousands)
2024	$5,510,455	$3,526,683	(4)	$1,766,604	$1,345,548	(4)	$110.76	$110.61	$42,657	$126,025
2023	$5,501,420	$5,726,104	(5)	$1,642,651	$1,575,720	(5)	N/A	N/A	$24,042	$128,847
2022	$4,399,528	$4,879,114	(6)	$1,155,974	$1,199,712	(6)	N/A	N/A	$(7,978)	$124,221
2021	$4,894,488	$4,700,748	(7)	$1,308,297	$1,261,201	(7)	N/A	N/A	$402,660	$145,049
2020	$2,517,209	$2,526,458	(8)	$816,932	$819,591	(8)	N/A	N/A	$36,776	$145,119

1.NEOs included in the above compensation columns reflect the following:


Year	PEO	Non-PEOs
2024	Mr. Seton	Ms. Neely, Mr. Flouhouse, Mr. Sajeski and Mr. Labenski
2023	Mr. Seton	Ms. Neely, Mr. Sajeski, Mr. Reed, and Mr. Labenski
2022	Mr. Seton	Ms. Neely, Mr. Sajeski, Mr. Reed, Mr. Labenski, and Mr. Yoakum
2021	Mr. Seton	Ms. Neely, Mr. Sajeski, Mr. Reed, and Mr. Yoakum
2020	Mr. Seton	Ms. Neely, Mr. Sajeski, Mr. Reed, and Mr. Yoakum

2.The dollar amounts reported represent the amount of “Compensation Actually Paid”, as calculated in the manner

required by Item 402(v) of Regulation S-K. Fair value or change in fair value, as applicable, of equity awards in the

“Compensation Actually Paid” columns was determined by reference to (a) for Time-Based RCS (excluding

Performance-Based DSUs), the closing price per share of our common stock on December 31, 2024 and the net

asset value per share of our common stock prior to our listing, in the case of vesting dates, the actual vesting price,

and (b) for Performance-Based DSUs, the same valuation methodology as Time-Based RCS above except year-

end values are multiplied by the probability of achievement, based on the most recent results projected through

the term, as of each such date.

3.For the portion of “Compensation Actually Paid” that is based on the closing price of our common stock on

December 31, 2024, $24.32 was used for the year ended 2024. For the portion of “Compensation Actually Paid”

that is based on year-end net asset value per share of our common stock, the following amounts were used:

$29.92, $32.88, $32.80, and $34.76 for the years-ended 2023, 2022, 2021, and 2020, respectively.

4.2024 "Compensation Actually Paid" to Mr. Seton and the average "Compensation Actually Paid" to non-PEOs

reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

42 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


	PEO	Average Non-PEO NEOs
Total Reported in 2024 Summary Compensation Table (SCT)	$5,510,455	$1,766,604
Less, value of Stock Awards reported in SCT	$(2,275,000)	$(678,996)
Plus, year-end value of awards granted in 2024 that are unvested and outstanding	$1,849,195	$435,060
Plus, change in fair value of awards granted in prior years that are outstanding and unvested	$(978,192)	$(104,102)
Plus, fair value as of vesting date for awards granted and vested in 2024	$—	$77,298
Plus, change in fair value (from prior year-end) of awards granted in prior years that vested in 2024	$(579,775)	$(99,573)
Less, prior year fair value of awards granted in prior years that failed to vest this year	$—	$(50,743)
Total adjustments	$(1,983,772)	$(421,056)
Compensation Actually Paid for Fiscal Year 2024	$3,526,683	$1,345,548

5.2023 “Compensation Actually Paid” to Mr. Seton and the average “Compensation Actually Paid” to non-PEO NEOs

reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:


	PEO	Average Non-PEO NEOs
Total Reported in 2023 Summary Compensation Table (SCT)	$5,501,420	$1,642,651
Less, value of Stock Awards reported in SCT	$(2,275,000)	$(456,250)
Plus, year-end value of awards granted in 2023 that are unvested and outstanding	$2,587,743	$440,773
Plus, change in fair value of awards granted in prior years that are outstanding and unvested	$(377,657)	$(68,035)
Plus, fair value as of vesting date for awards granted and vested in 2023	$—	$41,695
Plus, change in fair value (from prior year-end) of awards granted in prior years that vested in 2023	$289,598	$2,428
Less, prior year fair value of awards granted in prior years that failed to vest this year	$—	$(27,542)
Total adjustments	$224,684	$(66,931)
Compensation Actually Paid for Fiscal Year 2023	$5,726,104	$1,575,720

6.2022 “Compensation Actually Paid” to Mr. Seton and the average “Compensation Actually Paid” to non-PEO NEOs

reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

43 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.


	PEO	Average Non-PEO NEOs
Total Reported in 2022 Summary Compensation Table (SCT)	$4,399,528	$1,155,974
Less, value of Stock Awards reported in SCT	$(2,000,000)	$(385,000)
Plus, year-end value of awards granted in 2022 that are unvested and outstanding	$2,471,286	$409,971
Plus, change in fair value of awards granted in prior years that are outstanding and unvested	$8,300	$4,085
Plus, fair value as of vesting date for awards granted and vested in 2022	$—	$22,411
Plus, change in fair value (from prior year-end) of prior year awards that vested in 2022	$—	$—
Less, prior year fair value of awards granted in prior years that failed to vest this year	$—	$(7,729)
Total adjustments	$479,586	$43,738
Compensation Actually Paid for Fiscal Year 2022	$4,879,114	$1,199,712

7.2021 “Compensation Actually Paid” to Mr. Seton and the average “Compensation Actually Paid” to non-PEO NEOs

reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:


	PEO	Average Non-PEO NEOs
Total Reported in 2021 Summary Compensation Table (SCT)	$4,894,488	$1,308,297
Less, value of Stock Awards reported in SCT	$(1,800,000)	$(325,000)
Plus, year-end value of awards granted in 2021 that are unvested and outstanding	$1,719,555	$310,476
Plus, change in fair value of awards granted in prior years that are outstanding and unvested	$(113,295)	$(32,572)
Plus, change in fair value (from prior year-end) of prior year awards that vested in 2021	$—	$—
Less, prior year fair value of awards granted in prior years that failed to vest this year	$—	$—
Total adjustments	$(193,740)	$(47,096)
Compensation Actually Paid for Fiscal Year 2021	$4,700,748	$1,261,201

8.2020 “Compensation Actually Paid” to Mr. Seton and the average “Compensation Actually Paid” to non-PEO NEOs

reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:


	PEO	Average Non-PEO NEOs
Total Reported in 2020 Summary Compensation Table (SCT)	$2,517,209	$816,932
Less, value of Stock Awards reported in SCT	$(2,000,000)	$(575,000)
Plus, year-end value of awards granted in 2020 that are unvested and outstanding	$2,009,249	$577,659
Plus, change in fair value of awards granted in prior years that are outstanding and unvested	$—	$—
Plus, change in fair value (from prior year-end) of prior year awards that vested in 2020	$—	$—
Less, prior year fair value of awards granted in prior years that failed to vest this year	$—	$—
Total adjustments	$9,249	$2,659
Compensation Actually Paid for Fiscal Year 2020	$2,526,458	$819,591

44 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

9.For the fiscal year ended December 31, 2024, the return represents the Company’s cumulative TSR with an initial

investment of $100 on June 13, 2024, the first day on which our common stock began trading on the NYSE.

10.For the fiscal year ended December 31, 2024, the return represents the cumulative TSR of the MSCI US REIT Index

with an initial investment of $100 on June 13, 2024, the first day on which our common stock began trading on the

NYSE.

11.Net income for 2020 includes the operations of our data center properties segment. Net income for 2021 includes

the operations of our data center properties segment from January 1, 2021 through July 22, 2021 and the gain on

sale that was recognized as a result of the transaction.

12.Non-GAAP financial measure. For definitions and reconciliations of non-GAAP financial measures to their most

directly comparable GAAP financial measures, see Appendix A.

Pay Versus Performance Descriptive Disclosure

The following charts compare the "Compensation Actually Paid" to our PEO and the average "Compensation

Actually Paid" to our non-PEO NEOs to (i) our cumulative TSR and the TSR of MSCI US REIT Index for the

fiscal year ended December 31, 2024, assuming an initial fixed investment of $100 on June 13, 2024, the

first day on which our common stock began trading on the NYSE, (ii) our net income (loss) for the fiscal

years presented, and (iii) our Core FFO for the fiscal years presented. All dollar amounts are in thousands,

except per share data.

(1)

1. Our common stock began trading on the NYSE on June 13, 2024; therefore, TSR is not reported for fiscal years ended

prior to then.

46 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

financial performance measures is further described and defined in the Compensation Discussion and

Analysis section of this proxy statement.

Most Important Performance Measures for 2024

Core FFO (Company-Selected Measure)

G&A Expense

CEO Pay Ratio

Pursuant to rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection

Act of 2010, or the Dodd-Frank Act, the Company is required to disclose the ratio of the annual total

compensation for its CEO to the median annual total compensation for its employees other than the CEO.

The Company identified the median employee by examining its payroll records for 2024 for all individuals

other than the CEO that were employed by the Company at December 31, 2024. Compensation for

employees that began employment during the year was annualized based on rate of pay (whether salary or

hourly) applied to a full year.

As of December 31, 2024, the Company had 49 employees. These employees are all located within the

United States and are comprised of Company officers, accountants, information technology staff,

acquisition staff, investment management, property management and employees with various other roles

and responsibilities. At December 31, 2024, the Company identified its median employee as one making

$136,348 per year. For 2024, the Company's CEO, Mr. Seton, had an annual total compensation of

$5,510,455. This amount is comprised of several components, as reflected in the Summary Compensation

Table on page 32. Additional information concerning Mr. Seton’s total compensation is provided in the

"Compensation Discussion and Analysis" section. The ratio of the CEO compensation to median employee

pay at December 31, 2024, was 40:1.

Risk Considerations in our Compensation Program

The Compensation Committee has assessed our compensation program for the purpose of reviewing and

considering any risks presented by our compensation policies and practices that are likely to have a material

adverse effect on us. Following the assessment, the Compensation Committee determined that our

compensation policies and practices did not create risks that were reasonably likely to have a material

adverse effect on the Company.

Compensation Committee Interlocks and Insider Participation

No executive officer of the Company has served as a director or member of the Compensation Committee

(or other committee serving an equivalent function, or in the absence of any such committee, the Board) of

any other entity that has one of its executive officers serving or having served as a member of the Board or

Compensation Committee.

48 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Equity Compensation Plan Information

Securities Authorized for Issuance Under Equity Compensation Plans and Unregistered

Sales of Equity Securities

On March 6, 2020, the Board approved the Restricted Share Plan, pursuant to which we have the authority

and power to grant awards of restricted shares of our common stock to our directors, officers and

employees, employees of entities that provide services to us, directors of entities that provide services to

us, certain of our consultants and certain consultants to entities that provide services to us. The Board

authorized a total of 1,250,000 shares of common stock (as adjusted for the four-for-one reverse stock split

effectuated on May 1, 2024) for issuance under the Restricted Share Plan on a fully diluted basis at any

time.

The following table provides information regarding the Restricted Share Plan as of December 31, 2024:


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	—	—	534,247
Equity compensation plans not approved by security holders	—	—	—
Total	—	—	534,247

49 | 2025 PROXY STATEMENT SILA REALTY TRUST, INC.

Security Ownership of Directors, Management and Certain Beneficial

Owners

The following table sets forth information as of the record date, regarding the beneficial ownership of our

common stock by each person known by us to own 5.0% or more of the outstanding shares of any class of

our common stock, each of our directors, each NEO, and our directors and executive officers as a group.

The percentage of beneficial ownership is calculated based on 55,470,844 shares of common stock

outstanding (including restricted common stock), as of the record date. As of the date of this proxy

statement, there were no executive officers, directors, or other beneficial owners holding any shares of our

common stock.


Name of Beneficial Owner (1)	Number of Shares of Common Stock Beneficially Owned	Percentage of All Common Stock
The Vanguard Group(2)	5,133,173	9.3%
Michael A. Seton (3)	231,611	*
Jonathan Kuchin (4)	26,116	*
Adrienne Kirby (5)	12,793	*
Roger Pratt (6)	18,182	*
Jamie Behar (7)	10,535	*
Verett Mims (8)	10,535	*
Kay C. Neely (9)	103,900	*
Christopher K. Flouhouse (10)	42,041	*
Jon C. Sajeski(11)	39,989	*
Robert R. Labenski(12)	20,118	*
All officers and directors as a group (8 persons)(13)	455,713	0.8%

*Represents less than 1% of the outstanding common stock.

1.Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or

investment power with respect to securities and shares issuable pursuant to options, warrants and similar rights

held by the respective person or group which may be exercised within 60 days following the record date. Except

as otherwise indicated by footnote, and subject to community property laws where applicable, the persons named

in the table above have sole voting and investment power with respect to all shares of common stock shown as

beneficially owned by them.

2.Based solely on information contained in a Schedule 13G filed by The Vanguard Group ("Vanguard") on January 31,

2025. Vanguard reported that, as of December 31, 2024, it had shared voting power over 37,002, sole dispositive

power over 5,075,428 and shared dispositive power over 57,745 shares of our common stock. The address for

Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

3.Includes 100,851 Time-Based RCS of common stock granted under the Restricted Share Plan that had not vested

as of March 20, 2025.

4.Includes 4,849 restricted shares of our common stock issued to the beneficial owner in connection with his re-

elections to the Board and restricted shares of our common stock granted under the Restricted Share Plan that had