DEF: Lightstone REIT V Sets 2025 Annual Meeting for Director Elections

Lightstone Value Plus REIT V, Inc. announced its 2025 Annual Meeting of Stockholders to elect eight directors and review corporate governance.

Summary

• The Annual Meeting of Stockholders will be held on December 15, 2025, at 11:00 a.m. Eastern Time, at the offices of the Lightstone Group in New York, New York.
• The primary purpose of the meeting is to elect eight directors to hold office for one-year terms.
• The board of directors unanimously recommends a vote FOR each director nominee.
• The record date for determining stockholders entitled to vote is September 19, 2025.
• Proxy materials, including the proxy statement and 2024 annual report, are being mailed to stockholders on or about October 8, 2025.
• Stockholders have three options for submitting their votes by proxy: via the Internet, by telephone, or by mail using the enclosed proxy card.
• As of the Record Date, there were 18,495,950 shares of common stock outstanding, with each share entitled to one vote.
• A quorum for the Annual Meeting consists of the presence, in person or by proxy, of stockholders entitled to cast one-third of all votes.
• A majority of the votes present in person or by proxy at the Annual Meeting is required for the election of each director.
• The company has retained Broadridge Financial Solutions, Inc. for proxy solicitation services, with an anticipated cost of approximately $50,000 plus out-of-pocket expenses.

Sentiment

Score: 7

Explanation: The filing is a routine proxy statement for director elections, indicating stable corporate governance and adherence to reporting requirements. The detailed disclosure of related-party fees and board oversight functions are positive for transparency. No negative financial performance or significant operational issues are disclosed, suggesting a neutral to slightly positive outlook on governance and compliance.

Positives

• The board of directors held five meetings and acted by written consent two times in 2025, demonstrating active oversight.
• Each current director attended at least 75% of board meetings in 2025, and all directors attended the 2024 annual meeting, indicating strong engagement.
• A majority of the board seats are held by independent directors, and all three permanent committees (audit, conflicts, and nominating) are composed entirely of independent directors, ensuring robust independent oversight.
• The company has designated a lead independent director to further facilitate communication among independent directors and management.
• Jeffrey P. Mayer, the chair of the audit committee, has been determined to be an audit committee financial expert, enhancing financial reporting oversight.
• All required Section 16(a) beneficial ownership filings were timely and correctly made by reporting persons during 2024.
• A Code of Business Conduct Policy is in place, applicable to all directors, executive officers, and employees of the Advisor and its affiliates, promoting ethical conduct.
• Total operating expenses, including the asset management fee, did not exceed the charter-prescribed limit for the four fiscal quarters ended December 31, 2024 and 2023.

Negatives

• The company does not currently have formal written policies and procedures for the review, approval, or ratification of transactions with related persons, relying instead on charter restrictions and board approval.
• Executive officers do not receive direct compensation from the company; instead, they are compensated by the Advisor and its affiliates, which receive substantial fees from the company.
• The conflicts committee has not engaged any compensation consultants to recommend or determine the amount or form of director compensation, despite executive officers participating in determining the amount.

Risks

• Potential delays and significant additional expenses may be incurred if stockholders do not submit their votes promptly.
• If a quorum is not present at the Annual Meeting, the meeting may be adjourned to a later date, time, or place, not later than 120 days after the original record date.
• The company is dependent on the Advisor and its affiliates for a full range of essential services, including asset management, property management, and financing activities; an inability of the Advisor to provide these services would require the company to provide them itself or obtain them from other parties.
• The board of directors oversees major financial risk exposures, including liquidity, credit, operations, regulatory compliance, and compliance with covenants in material agreements.
• Risks related to the company's portfolio are regularly reviewed by the board, including significant variances between current business plans and original underwriting, and between current results and prior projections.

Future Outlook

The filing primarily focuses on the upcoming annual meeting and corporate governance matters. It does not provide explicit financial guidance or forward-looking statements regarding the company's operational or financial performance beyond the scope of the annual meeting and director terms.

Management Comments

• "Your vote is very important! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes."
• The board of directors believes that "maintaining a structure that combines the roles of Chairman of the Board and Chief Executive Officer is the appropriate leadership structure for our company."

Industry Context

This filing is a standard definitive proxy statement (DEF 14A) for a U.S. REIT, focusing on corporate governance and the annual election of directors. The company's external management structure, where an affiliated advisor handles day-to-day operations and receives various fees, is common for non-traded REITs. The emphasis on independent directors and robust committee structures aligns with general corporate governance best practices, even for companies not listed on national securities exchanges.

Comparison to Industry Standards

• The company's board composition, with a majority of independent directors and all key committees (audit, conflicts, nominating) composed entirely of independent directors, aligns with or exceeds typical corporate governance standards for publicly traded companies, including those on the NYSE.
• The designation of an audit committee financial expert (Jeffrey P. Mayer) is a standard best practice for financial oversight, enhancing the credibility of financial reporting.
• The fee structure with an external advisor, including acquisition, debt financing, property management, administrative services, and asset management fees, is a common model for externally managed REITs. The specific percentages and caps (e.g., 1.5% acquisition fee, 1.0% debt financing fee, 0.7% monthly asset management fee, $1.6 million administrative services cap) are typical for this model, though a direct comparison to specific peer companies' fee structures is not provided in the filing.
• The operating expense limit, set at the greater of 2% of average invested assets or 25% of net income, is a common charter provision in non-traded REITs designed to control advisor compensation and protect investor interests. The company states it did not exceed this limit for the periods reported.

Management Changes

Corporate Governance

Related Party Transactions

• The company is externally managed by LSG Development Advisor LLC (the Advisor), an affiliate of Lightstone Group LLC, which is majority-owned by director David Lichtenstein.
• The company pays the Advisor and its affiliates various fees and reimbursements for services, including asset management, property management, acquisition, disposition, and financing activities.
• Acquisition and advisory fees are 1.5% of the amount paid for asset purchase/development or funds advanced for loan investment.
• Acquisition expense reimbursement is 0.25% of funds paid for asset purchase/development or funds advanced for loan investment.
• A debt financing fee of 1.0% of the amount available under any loan or line of credit is paid to the Advisor.
• Property management fees are 4.0% of gross revenues of properties managed by affiliates or third parties, with a 0.5% oversight fee to the Advisor for third-party managed properties.
• A construction management fee of up to 5% of hard construction costs may be paid if the Advisor or property manager supervises construction (none charged in 2024 or 2023).
• A monthly asset management fee of one-twelfth of 0.7% of the value of each asset is paid to the Advisor.
• An administrative services reimbursement, capped at $1.6 million for both 2024 and 2023, is paid to the Advisor to cover costs associated with providing services.
• Total fees incurred associated with payments to the Advisor were $7,313,000 in 2024 and $6,779,000 in 2023.
• The company's operating expenses, including the asset management fee, did not exceed the charter-mandated limit (greater of 2% of average invested assets or 25% of net income) for the four fiscal quarters ended December 31, 2024 and 2023.

Stakeholder Impact

• **Shareholders**: Directly impacted by the election of directors, who are responsible for overseeing the company's operations and strategic direction. Their votes are crucial for corporate governance and accountability.
• **Employees of Advisor/Affiliates**: Executive officers and other personnel of the Advisor and its affiliates are compensated by these entities, with the company reimbursing certain costs, indirectly impacting their employment and compensation.
• **Advisor and Affiliates**: The Advisor and its affiliates receive substantial fees and reimbursements from the company for management and other services, making the company a significant source of revenue for these related parties.

Next Steps

• Stockholders are urged to vote on the election of eight directors at the Annual Meeting on December 15, 2025.
• The board of directors will attend to any other business that may properly come before the Annual Meeting.
• Stockholders wishing to include proposals in the company's proxy solicitation material for the next annual meeting must submit them to the Secretary by June 10, 2026.
• Stockholders wishing to present a proposal at the next annual meeting (not for inclusion in proxy materials) must provide advance notice to the Secretary no earlier than May 11, 2026, and no later than June 10, 2026.

Key Dates

Recommendation

This filing is a routine definitive proxy statement primarily focused on the annual election of directors and detailing the company's corporate governance structures. It does not contain new financial results, strategic shifts, or material operational updates that would typically drive a 'buy' or 'sell' recommendation. The detailed disclosure of related-party fees and board oversight is standard for this type of REIT. The company appears to be operating within its established governance framework, making a 'hold' recommendation appropriate for investors awaiting more substantive financial or operational news.

Keywords

REIT, Real Estate, Proxy Statement, Annual Meeting, Director Election, Corporate Governance, SEC Filing, Lightstone, Stockholder Vote, Board of Directors, Financial Reporting, Risk Management, Related Party Transactions