Adrienne Kirby
About Adrienne Kirby
Adrienne Kirby, age 71, has served as an independent director of Sila Realty Trust, Inc. since April 2021; she chairs the Compensation Committee and is a member of the Nominating & Corporate Governance (NCG) Committee (previously served on the Audit Committee in 2021–2022) . Kirby brings a 40-year healthcare leadership background, including CEO, President, COO roles at major health systems, and holds a BS in Nursing (Rutgers), and MA/PhD from the University of Pennsylvania . She attended the 2024 Annual Meeting, and the Board has affirmed her independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper University Health Care | Executive Chairman & CEO | 2018–2019 | Led enterprise strategic plan; transformed from safety-net hospital to regional academic tertiary care center; drove facility expansion, partnerships, financial improvements, and bond rating upgrades . |
| Cooper University Health Care | President & CEO | 2013–2018 | Oversaw development of new medical school and advanced programs; material operational and financial growth . |
| Cooper University Health Care | SVP & COO | 2012–2013 | Operational leadership across hospitals, physician orgs, ambulatory operations . |
| MedStar Health | SVP, MedStar; President, Franklin Square Medical Center | 2010–2012 | Ran a major D.C./Maryland system hospital; senior system leadership . |
| Virtua Health | COO, Virtua Voorhees Hospital; Ambulatory Services; Programs of Excellence | 1999–2010 | Multiple leadership roles in southern New Jersey’s largest health system . |
| Christina Care; University of Pennsylvania Medical Center; Hahnemann University | Various earlier roles | — | Early-career clinical and administrative roles . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Greenway Health (private) | Director; Chair, Compliance Committee | Since 2019 | Compliance oversight chair . |
| Doctivity (startup) | Chair of the Board | Since Dec 2024 | Board leadership . |
| TrellisRX (private) | Director | 2019–May 2022 (sale) | Board service through sale . |
| MedVet (private) | Director | 2019–July 2024 (refinancing) | Board service through refinancing . |
| TigerConnect (private) | Director | Oct 2022–Dec 2024 | Board service . |
| NACD Philadelphia Chapter | Board member | Since 2021 | Governance network participation . |
| Committee of 200 (C200) | Member | Since Dec 2024 | Executive leadership network . |
Board Governance
- Committees: Chair, Compensation Committee; Member, NCG Committee; formerly Audit Committee member (relinquished in 2022) .
- Independence: Board determined she is independent under NYSE and SEC rules; all committee members are independent .
- Attendance: 100% Board and committee attendance in 2024; attended 2024 Annual Meeting .
- Executive sessions: Board holds executive sessions (at least annually) without management; chaired by the independent Chair of the Board .
- Board leadership: Independent Chair (Jonathan Kuchin) separate from CEO; strong independent oversight .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $114,375 | Total cash fees received in 2024 . |
| Stock Awards (2024) | $100,132 | 4,849 restricted shares granted July 2, 2024 at $20.65 grant-date price; vest over one year . |
| All Other Compensation (2024) | $5,447 | Dividends on unvested restricted stock . |
| Total (2024) | $219,954 | Cash + equity + other compensation . |
Director fee schedule (effective July 1, 2024; applies to independent directors):
- Annual cash base retainer: $90,000 .
- Compensation Committee Chair: $17,500; Compensation Committee member: $8,750 .
- NCG Committee Chair: $17,500; NCG member: $8,750 .
- Audit Committee Chair: $25,000; Audit member: $12,500 .
- Annual equity grant: $100,000 in restricted shares; one-year vesting .
Performance Compensation
- Director equity is time-based restricted stock with one-year vesting; no performance-based metrics or options are used for directors .
| Performance Metric | Weight/Target | Outcome |
|---|---|---|
| None disclosed for non-employee directors | — | Equity is time-based RS with one-year vesting; no PSU/option grants to directors . |
Other Directorships & Interlocks
- Public company boards: None disclosed for Kirby .
- Potential interlocks: Kirby’s external roles are in healthcare IT and private companies; the Company disclosed no related-party transactions in 2024 .
Expertise & Qualifications
- Healthcare system leadership: CEO/President/COO roles with transformational outcomes, growth, and rating upgrades .
- Governance: Chair of Compensation at SILA; compliance committee chair in private company; NACD and C200 member .
- Education: BS Nursing (Rutgers); master’s and PhD (University of Pennsylvania) .
- Sector: Healthcare operations, physician organizations, ambulatory care; experience across NJ, PA, D.C./MD .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Adrienne Kirby | 12,793 | <1% | Includes 4,849 restricted shares unvested as of March 20, 2025 . |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 4x annual cash retainer; must retain 50% of equity awards (net after tax) until met .
- Compliance status: As of the proxy, Kirby (and Behar, Mims, Flouhouse) are not yet in compliance but are expected to comply within the five-year window from becoming a director (Kirby by April 2026) .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | None disclosed for Adrienne Kirby in the proxy | — | — | No delinquent Section 16 filings noted for Kirby; late filings were disclosed only for Seton, Neely, Sajeski . |
Governance Assessment
- Strengths:
- Independent director with 100% attendance and meaningful committee leadership (Compensation Chair) .
- Board/committee independence; robust governance documents and anti-hedging/anti-pledging policy for insiders .
- No related-party transactions disclosed for 2024 .
- Compensation Committee uses independent consultant (Ferguson Partners Consulting) and met five times in 2024 .
- Watch items / potential red flags:
- Stock ownership guidelines: Kirby not yet at the 4x retainer threshold (within five-year compliance window) .
- Say-on-pay 2024 approval was ~79%, indicating room for improved investor support under Compensation Committee oversight .
- Signals affecting investor confidence:
- Independent board leadership structure and executive sessions enhance oversight .
- Transparent director pay framework with balanced cash/equity and no options reduces risk of misalignment .
- Clear related-party transaction policy and 2024 disclosure of none limits conflict risk .