Roger Pratt
About Roger Pratt
Independent director of Sila Realty Trust, Inc. since July 2018; age 72. Former Managing Director at Prudential Real Estate Investors (PREI) with 32 years at Prudential entities, spanning portfolio management, investment/risk oversight, and senior leadership for a global real estate platform exceeding $50B in gross assets . Education: BA, College of William & Mary (Phi Beta Kappa); Master of Regional Planning (1976) and MBA (1982, Dean’s Scholar), University of North Carolina . Core credentials: deep real estate and capital markets expertise; prior board experience (Starwood Hotels & Resorts, 1997–1999) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Real Estate Investors (PREI) | Managing Director; Co‑Chief Risk & Investment Officer; US Senior Portfolio Manager; Senior PM PRISA II; Co‑founder/Senior PM PRISA III; Portfolio Manager | 1992–2014 (PREI); 2012–2014 (Co‑Chief Risk & Investment Officer); 1995–2011 (US Senior PM); 2003–2010 (PRISA III); 1995–2011 (PRISA II) | Member U.S., Latin American, Global Investment & Management Committees; directed US single‑client accounts; senior housing platform oversight |
| Prudential Realty Group (PRG) | Asset Manager; Head NJ regional office; Co‑head national development portfolio | 1982–1992 | National development portfolio leadership |
| State of North Carolina | Community Development Planner | 1976–1980 | Planning/public-sector experience |
| Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) | Board of Trustees (via PRISA II) | 1997–1999 | Public company board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elite International Investment Fund | Senior Advisor | 2016–2021 | Advisory to investment fund |
| UNC Wood Center Real Estate Studies | Advisory Board Member | Current | Real estate advisory |
| Schumann Fund for New Jersey | Board of Directors | Current | Non‑profit governance |
| The George Washington University Museum & The Textile Museum | Board of Directors | Current | Non‑profit governance |
| College of William & Mary, Mason School of Business Foundation Board | Emeritus Trustee | Current | Academic foundation governance |
Board Governance
- Independence: The Board determined Pratt is an independent director under NYSE rules; all Board committees comprise independent directors .
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Attendance: Board held 6 meetings in 2024; each director attended 100% of Board and applicable committee meetings .
- Executive sessions: The Board typically meets in executive sessions without management as part of every regularly scheduled Board meeting; independent chair presides .
- Committee activity levels (2024): Audit met 4x ; Compensation met 5x ; NCG met 4x .
Fixed Compensation
| Component | Structure | Pratt’s Applicable Role | Amounts | Source |
|---|---|---|---|---|
| Annual base retainer (cash) | All independent directors | Director | $90,000 (2024) | |
| NCG Committee chair fee (cash) | Chair | NCG Chair | $17,500 (effective 7/1/2024; was $15,000 pre‑7/1) | |
| Compensation Committee member fee (cash) | Member | Compensation Member | $8,750 (effective 7/1/2024; was $7,500 pre‑7/1) | |
| Total cash paid (2024) | Actual fees earned | Director | $114,375 |
Quote: “The Compensation Committee conducts a Director Compensation Study… effective July 1, 2024, the Board approved changes to certain annual compensation amounts…” .
Performance Compensation
- Annual equity grant: Restricted shares of common stock with market grant date value of $100,000; vest over one year .
- 2024 grant details for Pratt: 4,849 RS shares granted July 2, 2024 at $20.65; grant date fair value $100,132; unvested as of 12/31/2024 .
- No director stock options; equity for directors is time‑based, not performance‑based .
| Equity Component | Grant Date | Shares | Grant Date Price | Fair Value | Vesting | Source |
|---|---|---|---|---|---|---|
| Restricted Stock (RS) | 2024‑07‑02 | 4,849 | $20.65 | $100,132 | 1‑year |
Note: Director equity is time‑based; no disclosed performance metrics apply to director grants .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Pratt .
- Prior public company board: Starwood Hotels & Resorts Worldwide, Inc., 1997–1999 .
- Non‑profit/academic boards: UNC Wood Center; Schumann Fund; GW Museum; William & Mary foundation (Emeritus) .
- Compensation Committee interlocks: None—Company discloses no interlocks/insider participation; committee comprises independent directors (Kirby, Mims, Pratt) .
Expertise & Qualifications
- Sector expertise: Real estate investment management, portfolio construction, risk oversight, senior housing platform leadership; extensive capital markets experience .
- Academic credentials: BA (William & Mary), MRP and MBA (UNC) with Dean’s Scholar distinction; Phi Beta Kappa .
- Board selection rationale: Chosen for significant real estate and capital markets experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Roger Pratt | 18,182 | <1% | Includes 4,849 restricted shares issued in connection with re‑election (unvested at record date) |
- Ownership guidelines: Directors must own ≥4x annual cash retainer; must retain 50% of equity awards (net after tax) until guideline met; unvested time‑based RS count as “owned”; unearned performance units excluded .
- Compliance: All directors and executive officers are in compliance except Flouhouse, Kirby, Mims, Behar—Pratt is in compliance .
- Anti‑hedging/pledging: Prohibits options and other derivatives, short sales, hedging/monetization (e.g., collars, swaps), holding in margin accounts .
Governance Assessment
- Board effectiveness: Strong—Pratt chairs NCG and serves on Compensation, with full independence and perfect attendance; Board operates with an independent Chair and routine executive sessions enhancing oversight .
- Incentive alignment: Director pay mixes cash retainer/committee fees with annual RS grants; ownership guidelines and anti‑hedging/pledging strengthen alignment; Pratt compliant with ownership policy .
- Conflicts/related parties: Company reports no related party transactions in 2024; related‑party policy requires Audit Committee review by disinterested members—no Pratt‑related transactions disclosed .
- Compensation governance: Compensation Committee (Kirby—Chair, Mims, Pratt) met 5x; engaged independent consultant (Ferguson Partners Consulting) for benchmarking and pay design; no interlocks or consultant conflict flagged .
- Shareholder signals: 2024 say‑on‑pay approved with ~79% of votes cast; indicates moderate support for compensation framework overseen by the Compensation Committee (including Pratt) .
RED FLAGS
- No related‑party transactions in 2024; no hedging/pledging permitted—no red flags disclosed on conflicts .
- Attendance and independence are strong; no low attendance or independence concerns disclosed .
- Director equity is time‑based (no options; no repricing) .
Watch items
- Director cash fees increased mid‑2024 (committee chair/member fees)—ensure fee escalations remain aligned with market and responsibilities .
- Ongoing oversight quality: Pratt’s dual roles (NCG Chair, Compensation Member) place him central in nominations and pay governance—monitor committee decisions and shareholder feedback trends (e.g., say‑on‑pay levels) .