DEF: Lightstone Value Plus REIT V Annual Meeting Proxy Statement

Lightstone Value Plus REIT V, Inc. has issued its proxy statement for the August 13, 2026 Annual Meeting of Stockholders, detailing the election of eight directors and other business.

Summary

• The company is holding its Annual Meeting of Stockholders on August 13, 2026, at 9:30 a.m. Eastern Time in New York City.
• The primary purpose of the meeting is to elect eight directors to serve one-year terms.
• The board of directors recommends a vote FOR all director nominees.
• The record date for determining stockholders entitled to vote is May 15, 2026.
• Proxy materials, including the proxy statement and 2025 annual report, are being mailed on or about June 1, 2026.
• Stockholders can vote by internet, telephone, or mail.
• As of the record date, there were 16,146,920 shares of common stock outstanding.
• A quorum requires the presence of stockholders entitled to cast one-third of all votes.
• The company has an external manager, LSG Development Advisor LLC, an affiliate of Lightstone Group LLC.
• Director compensation for independent directors is an annual retainer of $66,000, plus additional retainers for committee chairs and meeting attendance fees.
• No executive officers receive direct compensation from the company; they are compensated by the Advisor or its affiliates.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a routine proxy statement for an annual meeting focused on governance and director elections, without significant new financial performance data or strategic shifts.

Positives

• The board of directors is composed of a majority of independent directors, ensuring strong oversight.
• All current directors are nominated for re-election, indicating stability in leadership.
• The company has established committees (Audit, Conflicts, Nominating) composed entirely of independent directors for specialized oversight.
• The company encourages stockholder participation and provides multiple convenient methods for voting.
• The company has a process for stockholders to communicate directly with the board and report concerns confidentially.

Negatives

• The company does not have formal written policies and procedures for reviewing, approving, or ratifying transactions with related persons, relying instead on charter restrictions and board approval.
• A late filing of a Form 3 by director Bruce J. Schanzer was noted for the fiscal year ended December 31, 2025.

Risks

• The company is dependent on its external advisor, LSG Development Advisor LLC, for essential services; any inability of the Advisor to provide these services could be detrimental.
• Potential conflicts of interest may arise due to related party transactions with the Advisor and its affiliates, although the Conflicts Committee and charter restrictions aim to mitigate these.
• Broker non-votes can have the effect of a vote against director nominees due to the majority vote requirement for election.

Future Outlook

The filing does not contain specific forward-looking financial guidance. It focuses on the upcoming annual meeting and the election of directors. Stockholder proposals for the next annual meeting must be submitted by February 1, 2027, or within a specific timeframe relative to the meeting date if it falls outside the typical July-September window.

Management Comments

• "Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes."
• "YOUR VOTE IS VERY IMPORTANT!"
• 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.
• The audit committee has reviewed and discussed the 2025 audited financial statements with management, including a discussion of the quality and acceptability of our financial reporting, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

Industry Context

StockSavvy.ai notes that this filing is typical for a publicly traded REIT preparing for its annual shareholder meeting. The focus on director elections, corporate governance, and related-party transactions is standard for companies managed by external advisors, highlighting the importance of independent oversight and clear disclosure of fees and potential conflicts within the real estate investment trust sector.

Comparison to Industry Standards

• The board structure, with a majority of independent directors and specialized committees (Audit, Conflicts, Nominating), aligns with good corporate governance practices for publicly traded companies, including REITs.
• The compensation structure for independent directors, including retainers and meeting fees, is within the typical range for REITs of comparable size and complexity, though specific benchmarks would require detailed peer analysis.
• The reliance on an external advisor for management and administrative services is common in the REIT industry, particularly for externally managed REITs. The fees paid to the advisor, such as acquisition, asset management, and administrative reimbursements, are subject to scrutiny and approval by independent directors and are disclosed in detail, as expected.

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 David Lichtenstein, a board member.
• The company pays the Advisor acquisition and advisory fees of 1.5% of the purchase price/funds advanced for assets and loans, plus a 0.25% acquisition expense reimbursement.
• A debt financing fee of 1.0% of the loan amount is paid to the Advisor.
• Property management fees are paid to managers (potentially affiliates) at 4.0% of gross revenues, with an oversight fee of 0.5% paid to the Advisor for third-party managed properties.
• An asset management fee of 0.7% of the asset value (on a monthly basis) is paid to the Advisor.
• An Administrative Services Reimbursement is paid to the Advisor, capped at $1.6 million annually for the years ended December 31, 2025 and 2024, intended to cover costs of personnel providing services.
• The company reimburses the Advisor for certain due diligence services related to acquisitions, dispositions, and debt financings.

Stakeholder Impact

• Shareholders: The election of directors directly impacts the company's strategic direction and oversight. The proxy process allows shareholders to exercise their voting rights. Fees paid to the Advisor and director compensation affect the company's profitability and distributions.
• Employees: While the company has no direct employees, employees of the Advisor and its affiliates provide essential services, and their compensation is indirectly funded through reimbursements and fees paid to the Advisor.
• Creditors: The company's financial health, influenced by management fees and operational efficiency, impacts its ability to meet debt obligations.

Next Steps

• Stockholders are urged to submit their votes by proxy as soon as possible.
• The company will hold its Annual Meeting of Stockholders on August 13, 2026.
• Stockholder proposals for the next annual meeting must be received by February 1, 2027 (or within specific timeframes if the meeting date is unusual).

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting, primarily focused on the election of directors and corporate governance. It does not contain new financial performance data, strategic shifts, or significant operational updates that would warrant a buy or sell recommendation. The information presented is standard for this type of disclosure, making 'hold' the most appropriate stance based solely on this document.

Keywords

proxy statement, annual meeting, stockholders, directors, election, voting, corporate governance, SEC filing, Lightstone Value Plus REIT V, REIT