Jonathan Kuchin
About Jonathan Kuchin
Independent director of Sila Realty Trust, Inc. since April 2014 and Chair of the Board since July 28, 2020; currently serves on the Audit Committee (former Audit Committee Chair from July 2014 to March 31, 2023). Age 73. A licensed CPA with 29+ years in public accounting, including PwC tax partner (focused on REITs, SEC reporting, income taxes, Sarbanes-Oxley compliance), and prior roles at Coopers & Lybrand; B.A. in business economics from UC Santa Barbara (1981) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Sila Realty Trust, Inc. | Independent Director; Chair of the Board; Audit Committee member; former Audit Committee Chair | Director: Apr 2014–present; Chair: Jul 28, 2020–present; Audit Chair: Jul 2014–Mar 31, 2023 | Independent Board leadership; Audit oversight; financial expert on Audit Committee |
| PwC (PricewaterhouseCoopers) | Tax Partner (NYC); various positions since 1997 | 1997–2010 (Tax Partner 2004–2010) | REIT clients, SEC reporting, income tax accounting, SOX compliance |
| Coopers & Lybrand | Various roles culminating in partnership | Oct 1988–Jul 1997 | Public company financial/tax advisory |
| Carter Validus Mission Critical REIT, Inc. (affiliate of Sila) | Independent Director | Mar 2011–Oct 2019 | Board oversight at affiliated non-traded REIT |
External Roles
- No current public company directorships are disclosed for Mr. Kuchin in Sila’s 2025 proxy biography .
Board Governance
- Independence: Classified as an independent director under NYSE rules; the Board’s majority (including the Chair) is independent .
- Leadership: Serves as independent Chair of the Board; presides over Board meetings and executive sessions .
- Committees: Member, Audit Committee (Audit Committee members—Behar, Kuchin, Mims—are all “audit committee financial experts”) .
- Attendance: Board met 6 times in 2024; each director attended 100% of Board and assigned committee meetings (Audit met 4x; Compensation 5x; NCG 4x) .
- Executive sessions: The Board typically meets in executive sessions without management as part of regularly scheduled Board meetings; Chair presides .
- Related-party transactions: Company reported no related party transactions in 2024; Audit Committee’s disinterested members must pre-approve any such transactions per policy .
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $163,750 |
| Stock Awards (grant-date fair value) | $100,132 (4,849 restricted shares at $20.65, granted 7/2/2024) |
| All Other Compensation (dividends on unvested shares) | $5,519 |
| Total | $269,401 |
| Director Fee Schedule (as of Dec 31, 2024) | Amount |
|---|---|
| Annual cash base retainer (independent directors) | $90,000 |
| Chair of the Board (effective 7/1/2024; prior $50,000) | $75,000 |
| Audit Committee Chair/member (effective 7/1/2024; prior $20k/$10k) | $25,000 (Chair) / $12,500 (member) |
| Compensation Committee Chair/member (effective 7/1/2024; prior $15k/$7.5k) | $17,500 (Chair) / $8,750 (member) |
| NCG Committee Chair/member (effective 7/1/2024; prior $15k/$7.5k) | $17,500 (Chair) / $8,750 (member) |
Notes:
- Directors are reimbursed for reasonable out-of-pocket meeting expenses .
Performance Compensation
| Equity Award Detail | Terms |
|---|---|
| Instrument | Restricted common stock (annual director grant) |
| Grant Date / Shares | July 2, 2024; 4,849 shares |
| Grant-Date Fair Value | $100,132 (4,849 × $20.65) |
| Vesting | One-year vesting (time-based) |
| Dividends on unvested shares (2024) | $5,519 |
Note: Directors receive time-based restricted stock only; no performance metrics or stock options are used for director compensation .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Carter Validus Mission Critical REIT, Inc. | Independent Director | 2011–2019 | Affiliate of Sila; prior service, not current |
- Compensation Committee interlocks: Company disclosed no interlocks involving its executive officers (general disclosure) .
Expertise & Qualifications
- CPA; deep accounting and tax expertise; extensive REIT/SEC reporting and Sarbanes-Oxley experience .
- Designated audit committee financial expert (Audit Committee collectively has three experts) .
- Real estate industry and capital markets experience via long tenure advising public REITs .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 26,116 shares; less than 1% of outstanding |
| Unvested restricted shares included | 4,849 shares unvested as of Mar 20, 2025 |
| Ownership guidelines | Directors must hold ≥4× annual cash retainer; retain 50% of net shares until met |
| Compliance status | All directors/officers in compliance except Flouhouse, Kirby, Mims, Behar (within allowed time); implies Mr. Kuchin is in compliance |
| Hedging/pledging | Prohibited: no short sales, no hedging/derivatives, no holding in margin accounts |
Governance Assessment
Strengths (supportive of investor confidence):
- Independent Chair with 100% meeting attendance and active executive sessions enhances oversight .
- Audit Committee member designated as financial expert; strong financial literacy across committee .
- Clear alignment mechanisms: meaningful equity retainers, robust ownership guidelines, anti-hedging/pledging policies .
- No related-party transactions in 2024; formal approval policy in place .
- Say-on-pay received ~79% support in 2024, suggesting acceptable pay governance (context for board oversight) .
Watch items (neutral to mild concern):
- Long tenure and past directorship at an affiliated REIT (2011–2019) may warrant continued monitoring of independence; the Board affirms his independence under NYSE rules .
- Mid-2024 increases to certain director/committee cash fees reflect competitive alignment but should be tracked versus peer norms to avoid inflationary drift .