Kay Neely
Executive Vice President, Chief Financial Officer, Treasurer and Secretary at Sila Realty Trust
Executive
About Kay Neely
Kay C. Neely is Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Sila Realty Trust. She has served as CFO and Treasurer since September 2018, Secretary since June 2019, and Executive Vice President since March 2022; she is also a member of the Investment Committee and has ~25 years of real estate accounting, finance and operations experience . She began her career at KPMG LLP (1999–2016) and graduated Beta Gamma Sigma from Emory University’s Goizueta Business School (BBA, Accounting and Finance); she is a licensed CPA in Georgia . Age: 48 . Company performance highlights used in 2024 incentive assessments included revenues of $186.9 million (8.8% above budget), AFFO 16.7% above budget, and net debt to EBITDAre of 3.3x; Neely’s individual performance score under the annual incentive was approved at 5.0/5.0 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Associate Director, Audit Resource Management; Audit Senior Manager | 1999–2016 | Managed operations and financial planning for 10 offices; led audits for public/private entities in real estate, including REITs and funds . |
| Carter Validus Advisors II, LLC | CFO & Treasurer; Secretary | Sep 2018–Sep 2020; Jun 2019–Sep 2020 | Led finance for advisor; governance responsibilities . |
| Carter Validus REIT Management Company II, LLC | CFO, Treasurer & Secretary | Jun 2019–Sep 2020 | Oversight of REIT management finance and reporting . |
| CV Data Center Growth & Income REIT Advisors, LLC | EVP Finance & Accounting | Nov 2018–Dec 2019 | Led finance/accounting for data center REIT advisor . |
| CV Data Center Growth & Income Fund Manager, LLC | President | Jun 2019–Dec 2019 | Executive leadership of fund manager entity . |
| CV Data Center Real Estate Management Services, LLC | CEO | Jun 2019–Dec 2019 | Executive leadership of management services entity . |
| Carter/Validus Advisors, LLC | SVP Accounting; CFO & Secretary | Jan 2016–Jun 2019; Jun 2019–Oct 2019 | Accounting leadership; later CFO/Secretary roles . |
| Carter Validus Mission Critical REIT, Inc. | CFO, Treasurer & Secretary | Jun 2019–Oct 2019 | Led finance and governance for REIT entity . |
| Carter/Validus REIT Investment Management Company, LLC | CFO, Treasurer & Secretary | Jun 2019–Oct 2019 | Finance leadership for REIT IM company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Florida Institute of CFOs | Advisory Board Member | 2025–Present | External finance leadership network participation . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $470,000 | $470,000 | $525,000 |
| Target Bonus (% of Base) | ≥100% | ≥100% | ≥100% |
| Actual Cash Bonus Paid ($) | $607,037 | $712,344 | $918,750 |
| Stock Awards – Grant Date Fair Value ($) | $825,000 | $975,000 | $1,100,000 |
| All Other Compensation ($) | $96,737 | $296,884 (incl. 401(k) match $19,800; dividends on unvested stock $91,972; DSU dividend equivalents $185,112) | $214,948 |
| Total Compensation ($) | $1,998,774 | $2,454,228 | $2,758,698 |
Notes:
- Annual incentive program payouts interpolate from 50% to 175% of target depending on performance; targets and realized metric values are set annually by the Compensation Committee .
- Employment Agreement provides base salary “not less than $450,000” and target bonus of at least 100% of base salary .
Performance Compensation
Annual Incentive Structure (CFO “Other NEOs” Weighting – 2023 design)
| Metric | Weight (CFO) | Design Notes |
|---|---|---|
| Core FFO ($ millions) | 30% | Threshold/Target/Max levels set annually; pay-for-performance, aligned to budget . |
| G&A Expense ($ millions) | 20% | Efficiency focus . |
| Discretionary – Corporate Performance | 20% | Committee assessment . |
| Individual Goals / Core Values | 30% | CEO assessment for CFO; 2024 individual score approved at 5.0 . |
2025 changes: Corporate metrics updated to AFFO per share (45%), Net Debt to Adjusted EBITDA (20% for other NEOs), and Individual Goals/Corporate or Department Performance (35%) to align with NYSE listing and market practice .
Annual Incentive Payouts (CFO)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash Bonus Award ($) | $712,344 | $918,750 |
Long-Term Incentive Awards (Structure and 2023 Grants)
| Name | Type | Grant Date | Shares/Units | Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| Neely 2023 Time-Based RCS | Restricted Common Stock | Jan 1, 2023 | 59,307 | $487,500 | Ratable over 4 years ending Jan 1, 2027, subject to continued employment . |
| Neely 2023 Performance-Based DSUs | Deferred Stock Units | Jan 1, 2023 | Target 59,307 (Threshold 29,653; Max 88,960) | $487,500 | 3-year performance on average same-store cash NOI growth; vesting %: 50%/100%/150% at threshold/target/max; performance period ends Dec 31, 2025 . |
| Internalization Award | Time-Based Restricted Stock | Post-closing (2020) | — | $1,000,000 | Vested on Dec 31, 2024, subject to employment; granted under Restricted Share Plan . |
| Neely 2021 Awards | Time-Based + Performance-Based | Q1 2021 | — | $700,000 (50/50 split) | Time-based vests ratably over 4 years; performance objectives set by Board . |
Clawback: Sila adopted an NYSE-compliant Clawback Policy in 2024 covering incentive-based compensation for current/former executive officers in the event of financial restatements .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | As of Record Date 2023 | As of Record Date 2024 | As of Record Date 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 252,411 (Class A) | 347,202 (Class A) | 103,900 (Common) |
| Ownership % | <1% | <1% | <1% |
| Included Unvested Time-Based RCS | 232,781 (included in ownership definition) | 268,839 (included) | — |
Outstanding Awards (as of Dec 31, 2022)
| Category | Units/Shares | Value |
|---|---|---|
| Time-Based RCS unvested | 196,119 shares | $1,612,098 (NAV basis at $8.22/sh) |
| Performance DSUs (2021 program – target) | 40,276 units | $331,069 (NAV basis) |
| Performance DSUs (2022 program – target) | 50,305 units | $413,507 (NAV basis) |
Ownership Guidelines and Restrictions:
- Stock ownership guidelines: executives (other than CEO) minimum of 3× base salary; must retain 50% of net equity awards until compliant; unvested time-based restricted stock counts; unearned performance units excluded . As of 2024, directors and executive officers were expected to be in compliance within the stipulated time; guideline policy details reaffirmed in 2025 proxy .
- Anti-hedging/pledging: policy prohibits options/derivatives, short sales, hedging/monetization transactions, and holding company securities in margin accounts .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement dates | Employment Agreement entered July 28, 2020; amended June 17, 2022 . |
| Base salary floor | Not less than $450,000 . |
| Target annual bonus | At least 100% of base salary; criteria/goals set by Board/Committee . |
| 2020 internalization equity grant | $1,000,000 time-based restricted stock; vested Dec 31, 2024 . |
| Severance (no change in control) | Lump sum 1.5× (base + target bonus), pro-rated bonus, vesting of time-based awards and performance awards per agreements, subsidized health coverage continuation up to 18 months . |
| Severance (within 12 months after change in control) | Lump sum 2.0× (base + target bonus), pro-rated bonus, vesting as above, subsidized health coverage continuation up to 18 months . |
| Restrictive covenants | 12-month non-solicitation of employees/consultants/customers post-termination; non-compete applies when severance is provided; confidentiality/IP and mutual non-disparagement restrictions . |
Potential Payments (as of Dec 31, 2024 valuation)
| Scenario | Cash Severance ($) | Medical/Welfare ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination (No Change in Control) | $2,100,000 | $22,992 | $1,360,690 | $3,483,682 |
| Termination (Change in Control) | $2,625,000 | $22,992 | $1,811,617 | $4,459,609 |
| Death | $525,000 | $22,992 | $1,811,617 | $2,359,609 |
| Disability | $787,500 | $22,992 | $1,811,617 | $2,622,109 |
Clawback: Incentive-based comp subject to recovery under NYSE-compliant Clawback Policy adopted in 2024 .
Investment Implications
- Pay-for-performance alignment appears strong: CFO’s target bonus set at ≥100% of salary with a program that emphasizes Core FFO/G&A (2023) and shifts to AFFO per share and leverage discipline in 2025, indicating tighter linkage to per-share value creation and balance sheet prudence . 2024 CFO payout of $918,750 reflects strong corporate and individual performance, reinforcing incentive alignment .
- Retention risk mitigants: Multi-year vesting (e.g., 2023 time-based awards vest through Jan 1, 2027) and performance-based DSUs through Dec 31, 2025 create continued service and performance hooks; severance provides 1.5×–2× protection with double-trigger mechanics for change-of-control, reducing flight risk but introducing potential transaction economics .
- Ownership alignment: Executive ownership guidelines (3× salary) with 50% net retention, plus anti-hedging/margin prohibitions, reduce misalignment risks; Neely’s beneficial ownership declined after capital structure changes associated with listing, but remains in compliance framework with unvested time-based shares counted toward guidelines .
- Near-term equity supply considerations: The internalization award vested on Dec 31, 2024 and the 2023 DSU performance period ended Dec 31, 2025, implying potential settlement/issuance dynamics that could contribute to insider-related share flows; however, anti-hedging/margin rules and ownership retention requirements temper immediate sell pressure .
- Governance and shareholder feedback: Say-on-pay support of ~89% (2023) and ~79% (2024) indicates generally favorable investor sentiment, with 2025 metric changes designed to better align with public market practices post-NYSE listing . Use of an independent consultant and a defined REIT peer group supports compensation discipline .