Michael Seton
About Michael Seton
Michael A. Seton, 52, is President (since March 2015), Chief Executive Officer (since April 2018), and a Director (since July 2018) of Sila Realty Trust, Inc.; he has 30+ years of real estate investment and finance experience and holds a B.S. in Economics from Vanderbilt University (1994) . In 2024, Sila listed on the NYSE (June 13, 2024) and delivered a 10.76% total shareholder return from listing through year-end, Core FFO of $126.0 million, and executed $181.6 million of investments while maintaining net debt/EBITDAre of 3.3x, under his leadership . Same-store cash NOI was $147.5 million, weighted average leased rate was 96.0%, and WALT was 9.7 years at year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sila Realty Trust, Inc. | President; CEO; Director; Investment Committee member | President (2015–present); CEO (2018–present); Director (2018–present); IC since 2013 | Led listing on NYSE; portfolio growth/renewals; balance-sheet risk management; long-tenured REIT leadership . |
| Carter Validus Mission Critical REIT, Inc. | CEO; President | CEO (Apr 2018–Oct 2019); President (Mar 2015–Oct 2019) | Executive leadership across affiliate REIT platform . |
| Carter/Validus Advisors, LLC (and related CV entities) | Co-CEO; CEO; President; CIO; EVP; VP; CFO; Investment Committee member | Various roles (2009–2020); IC roles 2010–2020 | Originated/managed REIT platforms and investment programs in healthcare/related real estate . |
| CV Data Center Growth & Income (manager/advisor) | CEO; IC member | 2018–2019 | Fund leadership and investment oversight . |
| Eurohypo AG (now part of Commerzbank AG) | Managing Director & Division Head, Originations | 1996–2009 | Led origination/structuring/closing/syndication of real estate financings across REITs and operating companies . |
External Roles
No current external public company directorships or board committee roles are disclosed for Mr. Seton in the 2025 proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Annual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 825,000 | ≥135% | 1,113,750 | 1,949,063 (paid at plan maximum) |
Multi-year cash and equity reported compensation:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 825,000 | 2,275,000 | 1,949,063 | 461,392 | 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 |
Notes:
- “All Other” in 2024 includes 401(k) match ($20,700), dividends on unvested restricted stock ($227,791), and dividend equivalents on earned performance DSUs ($212,901) .
- Say-on-pay support was ~79% at the 2024 annual meeting; the Compensation Committee maintained the pay philosophy with 2025 metric changes reflecting the NYSE listing .
Performance Compensation
2024 Annual Cash Incentive (structure and results)
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 Result |
|---|---|---|---|---|---|
| Core FFO ($mm) | 40% | 100.26 | 107.80 | 114.27 | 126.03 |
| G&A Expense ($mm) | 25% | 34.32 | 32.07 | 30.15 | 29.36 |
| Assessment of Other Corporate Performance (1–5) | 20% | 1.0 | 3.0 | 5.0 | 5.0 |
| Individual Goals/Adherence to Core Values (1–5) | 15% | 1.0 | 3.0 | 5.0 | 5.0 |
- Payout curve: 50% of target at threshold; 175% at maximum; interpolation between points . Mr. Seton’s 2024 bonus was $1,949,063, equal to plan maximum (175% of target) .
Qualitative highlights supporting maximum scoring included NYSE listing and investor engagement, resolving GenesisCare exposure, strong earnings and $181.6m investments with 3.3x net debt/EBITDAre, and 10.76% TSR since listing above peer median .
Long-Term Incentives (equity)
| Grant Year | Instrument | Grant Value ($) | Underlying Shares/Units | Vesting/Performance Conditions |
|---|---|---|---|---|
| 2024 | Time-Based Restricted Common Stock | 1,137,500 | 38,018 shares | Ratable 25% per year on Jan 1 of 2025–2028, subject to continued employment . |
| 2024 | Performance-Based DSUs | 1,137,500 | Target 38,018; Threshold 19,009; Max 57,027 | 3-year average Same Store Cash NOI growth (2024–2026); 50% payout at threshold, 100% at target, 150% at max; straight-line interpolation . |
| 2022 Cycle | Performance-Based DSUs | N/A | N/A | For the 2022–2024 performance period, average Same Store Cash NOI growth was 1.59% vs 1.45% max target; awards paid at 150% of target . |
| 2025 Program Change | Performance-Based DSUs | N/A | N/A | Moved to 3-year relative TSR vs MSCI US REIT Index and a Healthcare REIT Peer Group (performance period 2025–2027); vesting on change in control, death, or disability added . |
Clawback: In 2024, Sila adopted a clawback policy covering incentive-based compensation for current/former executive officers in the event of a financial restatement, compliant with NYSE rules .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 231,611 shares as of record date; “<1%” of outstanding (55,470,844 shares outstanding) . |
| Unvested Time-Based Restricted Shares | 85,682 shares; $2,083,786 market value at $24.32 (12/31/2024) . |
| Unearned Performance-Based DSUs (as of 12/31/2024) | 34,595 (2023 cycle, target tracking); 57,027 (2024 cycle, maximum tracking per SEC rules); values $841,350 and $1,386,897, respectively at $24.32 . |
| Ownership Guidelines | CEO must own ≥6x base salary; 50% of net-after-tax equity must be retained until requirement met; executives currently in compliance (exceptions listed do not include Seton) . |
| Hedging/Margin/Pledging Policies | Prohibits options and other derivatives, short sales, hedging/monetization transactions, and holding company securities in a margin account; provides Rule 10b5-1 guidelines . |
| Board Pay | As an employee, Seton receives no additional compensation for Board service . |
Vesting schedule detail (time-based awards outstanding at 12/31/2024):
| Tranche (Shares) | Vesting Date(s) |
|---|---|
| 6,473 | 100% on Jan 8, 2025 |
| 15,244 | 50% per year on Jan 3, 2025 and Jan 3, 2026 |
| 25,947 | 33 1/3% per year on Jan 1, 2025, 2026, 2027 |
| 38,018 | 25% per year on Jan 1, 2025, 2026, 2027, 2028 |
Note: Performance-based DSUs from the 2023 and 2024 cycles are contingent on performance completion (2025 and 2026 year-ends, respectively), with issuance post-certification per plan terms .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Employment Agreement (amended); base salary not less than $800,000; target annual bonus ≥135% of salary . |
| Severance (no Change in Control) | Lump-sum 2x (salary + target bonus) + pro-rated current-year bonus; time-based equity vests; performance equity per award terms; 18 months subsidized medical/welfare benefits; 24-month non-solicit and (if severance applies) non-compete . |
| Severance (within 12 months of Change in Control) | Lump-sum 3x (salary + target bonus) + pro-rated current-year bonus; equity vesting as above; 18 months subsidized benefits . |
Illustrative potential payments (as of 12/31/2024):
| Scenario | Cash Severance ($) | Medical/Welfare ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination w/o Cause, Good Reason, or Non-Renewal (No CIC) | 4,991,250 | 22,992 | 3,042,982 | 8,057,224 |
| Same, within 12 months of CIC | 6,930,000 | 22,992 | 4,011,412 | 10,964,404 |
| Death | 1,113,750 | 22,992 | 4,011,412 | 5,148,154 |
| Disability | 1,526,250 | 22,992 | 4,011,412 | 5,560,654 |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since July 2018; currently one of six director nominees slated for re-election in 2025 . |
| Leadership Structure | Independent Chair (Jonathan Kuchin); CEO and Chair roles are separate; majority-independent Board; all committees fully independent . |
| Committees | Seton does not serve on Audit, Compensation, or NCG Committees (all independent); he is noted as a member of the company’s Investment Committee . |
| Attendance | In 2024, directors attended 100% of Board and assigned committee meetings; Seton attended the 2024 annual meeting . |
| Say-on-Pay | 79% approval in 2024 advisory vote . |
| Director Compensation | Employee directors (Seton) receive no separate Board compensation . |
| Executive Sessions | Independent directors meet in executive session at least annually, presided over by the Chair . |
Performance & Track Record
| Metric/Outcome (2024) | Result |
|---|---|
| NYSE Listing | Common stock listed June 13, 2024 . |
| TSR (from listing to 12/31/2024) | 10.76% (vs MSCI US REIT Index 10.61%) . |
| Core FFO | $126.0 million . |
| Same Store Cash NOI | $147.5 million . |
| Leasing/Portfolio | 96.0% leased; 9.7-year WALT . |
| Capital & Risk | ~26.5% net debt as % of EV; >$500m liquidity; 4.6% W.A. interest rate; no maturities until March 2027 (excl. extensions) . |
| Execution | 8 acquisitions totaling $164.1m; 2 mezzanine loans totaling $17.5m; >1 million sq. ft. renewals/extensions . |
Compensation Structure Notes (design and benchmarking)
- The program emphasizes pay-at-risk: mix of annual quantitative metrics (Core FFO, G&A) and qualitative goals, with LTI split 50% performance DSUs and 50% time-based RS; majority of total target pay is at-risk and tied to performance .
- 2025 annual plan shifts to AFFO per share (45%), leverage (Net Debt/Adjusted EBITDA 25% CEO/20% other NEOs), and a single tailored qualitative component, aligning with public REIT market practice post-listing .
- 2025 LTI shifts performance DSUs to 3-year relative TSR versus MSCI US REIT Index and a defined healthcare REIT peer group, with expanded vesting provisions upon change in control, death, or disability .
- Independent compensation consultant (Ferguson Partners Consulting) advises committee; 2024 peer group includes healthcare and net lease REITs of comparable size (e.g., CHCT, EPRT, GMRE, SBRA, BNL, FCPT, etc.) .
Investment Implications
- Strong pay-for-performance alignment: 2024 maximum bonus payout reflected substantial outperformance on Core FFO and G&A metrics, and qualitative achievements (NYSE listing, capital deployment, balance-sheet discipline); 2022–2024 LTI paid at 150% on above-max same-store NOI growth, corroborating realized operating momentum .
- 2025 metric changes increase market and per-share focus: adopting AFFO per share and a leverage metric should center management on per-share value creation and prudent leverage; LTI’s shift to relative TSR ties compensation more directly to investor returns versus REIT benchmarks .
- Retention and selling pressure: sizable scheduled time-based vesting through 2028 (notably four tranches through 2025–2028) plus performance DSUs contingent on outcomes could create episodic liquidity events, but the company’s policy bans hedging/derivatives and margin accounts, and ownership guidelines require meaningful retained ownership (CEO ≥6x salary), tempering near-term selling pressure .
- Change-in-control incentives: 3x salary+target bonus cash multiple on CIC (vs 2x otherwise) and equity vesting could align management with value-creating strategic alternatives, but also represent meaningful parachute economics investors should monitor .
- Governance mitigants to dual role: Seton serves as CEO and Director, but Board has an independent Chair, majority independence, and independent committees with executive sessions; employee directors receive no board pay, reducing conflicts .
- Shareholder voice: 79% say-on-pay support indicates generally acceptable, though not overwhelming, investor sentiment; 2025 program refinements in response to listing could further improve alignment .
- Potential equity overhang: the 2025 proxy seeks to increase authorized shares under the Restricted Share Plan by 1,000,000, a modest dilutive overhang to monitor in the context of ongoing equity compensation .
Appendix: Director Service Snapshot for Michael Seton
| Role | Since | Independence | Committees |
|---|---|---|---|
| Director | 2018 | Management (not independent) | Not on Audit/Comp/NCG (all independent) ; member of company Investment Committee |