Z. Jamie Behar
About Z. Jamie Behar
Independent director of Sila Realty Trust since March 18, 2022 (effective June 1, 2022); age 67. She is Audit Committee Chair (effective April 1, 2023) and a member of the Nominating & Corporate Governance (NCG) Committee. Behar previously led real estate and alternatives at GM Investment Management (GMIMCo), managing ~$12B at peak, and holds a B.S. in Economics (Wharton), an MBA (Columbia), and the CFA designation; she received NAREIT’s E. Lawrence Miller Industry Achievement Award in 2018. The Board deems her independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GM Investment Management Corp. (GMIMCo) | Managing Director, Real Estate & Alternative Investments; previously Portfolio Manager | MD 2005–2015; prior 19 years as Portfolio Manager | Managed ~$12B peak portfolio in private and public real estate for GM and others. |
| Hospitality Europe B.V. | Director | 1998–2006 | Board service at private pan-European hotel company. |
| PREA (Pension Real Estate Association) | Board Director, Board Chair (2010–2011); Co-chair Governance Committee; Member Research Committee | Board 2008–2014 | Governance leadership in industry association. |
| NAREIT | Real Estate Investment Advisory Council member | N/A | Industry advisory role; E. Lawrence Miller Award (2018). |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Armour Residential REIT (NYSE: ARR) | Director | Aug 2019 | Co-Chair Governance; Audit Committee member. |
| Shurgard Self Storage | Director (joined at IPO) | Oct 2018 | Chair ESG; Investment Committee; Audit Committee. |
| Benefit Street Partners Multifamily Trust (non-traded REIT) | Lead Board Director | Oct 2019 | Board leadership role. |
Board Governance
- Independence and roles: The Board determined Behar is independent; she chairs Audit and sits on NCG; all committee members are independent. The Audit Committee (Behar, Kuchin, Mims) members are financially literate and satisfy SEC “audit committee financial expert” definition; Audit met 4x in 2024; NCG met 4x.
- Attendance and engagement: The Board met 6x in 2024; each director attended 100% of Board and committee meetings; Behar attended the 2024 annual meeting.
- Audit Committee leadership: Under Behar’s chairship, the Audit Committee recommended filing 2024 audited financials and reappointed KPMG for FY2025. The committee also oversees cybersecurity program and incidents.
- Related party oversight: No related party transactions in 2024. Disinterested Audit Committee members approve/ratify any related party transactions >$120,000; the Audit Chair may act between meetings if needed (unless conflicted).
- Trading/hedging policy: Directors are prohibited from short sales, options/derivatives, hedging/monetization (e.g., collars, swaps), and holding Company stock in margin accounts.
- Ownership guidelines: Non-employee directors must hold Company stock equal to 4× the annual cash retainer; retain 50% of net shares from equity awards until met; unearned performance units are excluded. As of the proxy, Behar is expected to be in compliance within the five-year window.
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Annual cash base retainer | $90,000 | Applies to each independent director. |
| Audit Committee Chair fee | $25,000 (effective 7/1/2024); previously $20,000 | Mid-year increase; members $12,500 (prev. $10,000). |
| NCG Committee member fee | $8,750 (effective 7/1/2024); previously $7,500 | Member-level fee; Chair receives $17,500 (prev. $15,000). |
| Chair of Board fee | $75,000 (effective 7/1/2024); previously $50,000 | For Board Chair (not applicable to Behar). |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Per policy. |
Director compensation actually paid (2024):
| Name | Fees Earned or Paid in Cash | All Other Compensation (Dividends) | Total |
|---|---|---|---|
| Z. Jamie Behar | $120,625 | $5,447 | $226,204 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (annual director grant) | July 2, 2024 | 4,849 | $20.65 | $100,132 | One-year vesting; all 4,849 unvested at 12/31/2024. |
Performance metrics applied to director compensation:
| Metric Type | Detail |
|---|---|
| None disclosed | Director equity is time-based restricted stock; no performance-vesting metrics are used for non-employee directors. |
Process and governance:
- Director pay is reviewed bi-annually (most recently June 2024) with independent consultant FPC; changes approved by the Board effective July 1, 2024.
Other Directorships & Interlocks
| Company | Market | Overlap/Notes |
|---|---|---|
| Armour Residential REIT (ARR) | NYSE | Governance Co-Chair; Audit member. |
| Shurgard Self Storage | Public (EU) | ESG Chair; Investment & Audit member. |
| Benefit Street Partners Multifamily Trust | Non-traded REIT | Lead Board Director. |
- Network considerations: Another Sila director, Verett Mims, currently serves on the board of Sunstone Hotel Investors; Behar previously served on Sunstone’s board (2004–2020), indicating industry network depth but no simultaneous interlock.
Expertise & Qualifications
- Deep REIT and institutional real estate investing experience; prior oversight of ~$12B portfolio at GMIMCo; extensive public REIT board service.
- Financial expertise: Audit Committee financial expert under SEC rules (with other Audit members).
- Education and credentials: B.S. Economics (Wharton, magna cum laude); MBA (Columbia); CFA charterholder; NAREIT industry award (2018).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Z. Jamie Behar | 10,535 | <1% | Includes 4,849 unvested restricted shares granted July 2, 2024, unvested at 12/31/2024. |
Ownership alignment and policies:
- Stock ownership guideline: 4× annual cash retainer for directors; 50% net shares retention until met; Behar is expected to reach compliance within the five-year window.
- Anti-hedging/shorting/margin rules apply; no pledging via margin permitted.
Governance Assessment
- Strengths: Independent Audit Chair with SEC-defined financial expertise; robust attendance (100% in 2024); explicit anti-hedging policy; no related-party transactions in 2024; structured, consultant-advised director pay with significant equity component and ownership guidelines.
- Potential watch items: Multi-board commitments (ARR, Shurgard, BSP Multifamily Trust) may raise time-commitment considerations, though 2024 attendance was perfect; as of the proxy, Behar (and some peers) are still within the timeline to meet stock ownership guidelines.
- Shareholder sentiment context: Company-wide say-on-pay support was ~79% at the 2024 annual meeting; the Compensation Committee noted results and maintained philosophy with metric updates post-NYSE listing.
RED FLAGS: None disclosed specific to Behar—no related-party transactions; no hedging/pledging; full attendance. Monitoring overboarding risk and progress toward ownership guideline compliance is prudent.