Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



2021 Annual Incentive Plan
On January 8, 2021, the compensation committee (the "Compensation Committee") of
the board of directors (the "Board") of Sila Realty Trust, Inc. (the "Company")
established performance metrics and goals for calendar year 2021 with respect to
2021 annual incentive awards (the "2021 Awards") for the executive officers of
the Company, including the following 2021 Awards to each of Michael A. Seton,
the Company's Chief Executive Officer, and Kay C. Neely, the Company's Chief
Financial Officer:
Executives                                      Level           Annual Cash Bonus
Michael A. Seton, Chief Executive Officer       Maximum            $ 1,620,000
                                                Target             $ 1,080,000
                                                Threshold           $ 540,000
Kay C. Neely, Chief Financial Officer           Maximum             $ 675,000
                                                Target              $ 450,000
                                                Threshold           $ 225,000


Each executive officer will be eligible to earn between 50% and 150% of his or
her target bonus opportunity, based on performance achievements relative to the
specific metrics and goals. A portion of the target bonus opportunity will be
based on the achievement of certain quantitative goals, including (i) an
adjusted funds from operations goal and (ii) a general and administrative
expenses goal. Further, a portion of the target bonus opportunity for Michael A.
Seton, the Company's Chief Executive Officer, will be based on the achievement
of a specific estimated net asset value per share of the Company. If actual
performance were to fall in between the respective goals at the threshold,
target or maximum levels, payouts would be determined based on straight-line
interpolation.
In addition, a portion of the target bonus opportunity will be based on a
subjective assessment of the executive officer's performance of certain
qualitative measurement criteria. The Compensation Committee believes that these
qualitative goals are key to aligning the Company's interests with its
stockholders, because such goals incentivize the Company's executive officers to
focus not only on financial results, efficiency and stability, but also other
areas of acute interest to the Company's stockholders, such as corporate
governance and the delivery of sustainable, long-term value. Payment of the
subjective/discretionary component of the 2021 Awards is at the sole discretion
of the Compensation Committee.
Performance DSUs
On January 8, 2021, the Compensation Committee approved performance-based
deferred stock unit awards ("Performance DSUs") to be granted under the
Company's Amended and Restated 2014 Restricted Share Plan (the "Plan") and in
accordance with previously entered into employment agreements and offer letters
with its executive officers to be made in the first quarter of 2021, subject to
each executive officer's continued employment through the grant date. Under this
program, the Compensation Committee would grant the following Performance DSUs
to each of Mr. Seton and Ms. Neely:
Executives                                      Level           Number of Performance DSUs
Michael A. Seton, Chief Executive Officer       Maximum                   155,350
                                                Target                    103,567
                                                Threshold                 51,784
Kay C. Neely, Chief Financial Officer           Maximum                   60,414
                                                Target                    40,276
                                                Threshold                 20,138

The Performance DSUs are designed to align each individual's total direct compensation with the long-term interests of the Company and its stockholders by further linking compensation to performance. The Performance DSUs represent the right to receive a number of shares of Class A common stock of the Company on a one-to-one basis with the number of Performance DSUs that vest, with vesting subject to continued employment conditions and the Company's achievement of the performance goals, each as set forth in the award agreements. The Performance DSUs will vest based on the level of achievement of performance over the three fiscal years (2021-2023) subject to the executive officer's continuous employment through the applicable vesting date, with limited exceptions noted below and described in the award agreements.

The applicable performance metric approved by the Compensation Committee is based on an average three-year same-store net operating income ("NOI") growth. The Company defines "same store properties" as operating properties that were

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owned and operated for the entirety of each fiscal period being compared and exclude properties under development. The Compensation Committee established threshold, target and maximum levels of performance for the performance goal of 50%, 100% and 150% of target, respectively. If actual performance were to fall in between the threshold, target and maximum levels, payouts would be determined based on straight-line interpolation. No Performance DSUs would be earned if performance is below the threshold level and no more than 150% of the target award is earned for performance above the maximum level.

An awardee may be entitled to accelerated vesting of the award in the event that his or her employment is terminated during the performance period by the Company without cause, by the executive for "good reason", upon his or her death or disability, or in the event of change of control of the Company.

The Performance DSUs are subject to the terms and conditions of the Plan and Deferred Stock Award Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The matters disclosed in this Current Report on Form 8-K will be more fully discussed in the proxy statement for the Company's 2021 annual meeting of stockholders.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
10.1     Form of Deferred Stock Award Agreement

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