Lightstone REIT I Sets Dec. 8 Annual Meeting, Board Election Looms

TL;DR

**Lightstone REIT I's board election is a rubber stamp, but watch the external advisor's influence on governance.**

AI Summary

Lightstone Value Plus REIT I, Inc. (the "Company") is holding its 2025 Annual Meeting of Stockholders on December 8, 2025, at 9:30 a.m. EST in New York, New York. The primary agenda item is the election of four individuals to the Board of Directors, who will serve until the 2026 Annual Meeting. The Board currently consists of four directors, with three being independent, and all four nominees are current directors. As of the September 30, 2025 record date, 21.0 million shares of common stock were outstanding and entitled to vote. However, Lightstone Value Plus REIT LLC (the "Advisor") and The Lightstone Group, LLC (the "Sponsor"), along with their affiliates, will abstain from voting their 20,000 shares in the director election. The Company incurred approximately $21,000 in fees to CFS for proxy solicitation, in addition to reimbursement of out-of-pocket expenses. The Board of Directors held four meetings in 2024, with all directors present at each meeting. The Company operates without employees, relying on the Advisor for day-to-day operations and property acquisitions, with the Board overseeing the Advisor's conduct.

Why It Matters

This DEF 14A filing outlines the critical governance process for Lightstone Value Plus REIT I, Inc., specifically the election of its Board of Directors. For investors, understanding the composition and independence of the board is paramount, especially given the Company's reliance on an external advisor, Lightstone Value Plus REIT LLC, which is affiliated with the Sponsor. The abstention of 20,000 shares by the Advisor and its affiliates in director elections could subtly shift voting dynamics, impacting the influence of other shareholders. This annual meeting is a key opportunity for shareholders to exercise their oversight and ensure the board effectively monitors the Advisor's management of the REIT's assets, which directly affects long-term value and competitive positioning in the real estate market.

Risk Assessment

Risk Level: medium — The risk level is medium due to the Company's reliance on an external advisor, Lightstone Value Plus REIT LLC, and the significant affiliation between the Advisor and the Sponsor, The Lightstone Group, LLC, both linked to director David Lichtenstein. While the Board has three independent directors out of four, the external management structure inherently creates potential conflicts of interest, as the Advisor manages day-to-day operations and property acquisitions without direct employees of the REIT. The abstention of 20,000 shares by the Advisor and its affiliates in director elections, while intended to mitigate influence, highlights the concentrated control.

Analyst Insight

Investors should carefully review the backgrounds of the director nominees, particularly their independence and experience in overseeing externally managed REITs. Engage with the proxy voting process to ensure the board effectively represents shareholder interests, especially concerning the oversight of the external advisor and any potential related-party transactions. Consider the implications of the external management structure on long-term performance and governance.

Executive Compensation

Key Numbers

• 2025-12-08 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 2025-09-30 — Record Date (Date for determining stockholders entitled to vote)
• 4 — Number of Directors (Current number of directors on the Board and number of nominees for election)
• 3 — Number of Independent Directors (Number of independent directors on the Board)
• 21.0 million — Shares Outstanding (Shares of common stock issued and outstanding as of the record date)
• 20,000 — Shares to Abstain (Shares owned by the Advisor and affiliates that will abstain from voting in director elections)
• $21,000 — Proxy Solicitation Fee (Fee paid to CFS for aiding in proxy solicitation)
• 4 — Board Meetings in 2024 (Number of Board of Directors meetings held in 2024)

Key Players & Entities

• Lightstone Value Plus REIT I, Inc. (company) — Registrant and Company
• Lightstone Value Plus REIT LLC (company) — External Advisor
• The Lightstone Group, LLC (company) — Sponsor
• David W. Lichtenstein (person) — Chairman of the Board, CEO, and nominee for director
• Alan Retkinski (person) — Nominee for director
• Howard E. Friedman (person) — Nominee for director
• George R. Whittemore (person) — Nominee for director
• Joseph Teichman (person) — General Counsel and Secretary
• Securities and Exchange Commission (regulator) — Regulatory body
• $21,000 (dollar_amount) — Fee paid to CFS for proxy solicitation

FAQ

Risk Factors

• Reliance on Advisor for Operations [high — operational]: The Company operates without employees and relies entirely on the Advisor (Lightstone Value Plus REIT LLC) for day-to-day operations, including property acquisitions. This creates a significant operational risk if the Advisor's performance falters or if the relationship is terminated.
• Abstention of Major Shareholder Votes [low — financial]: The Advisor and Sponsor, along with affiliates, will abstain from voting their 20,000 shares in the director election. While this is a small percentage of the 21.0 million outstanding shares, it highlights a potential lack of full alignment or engagement from key stakeholders in governance matters.
• REIT Compliance [medium — regulatory]: As a Real Estate Investment Trust (REIT), the Company must adhere to specific IRS regulations regarding income, assets, and distributions to maintain its tax-advantaged status. Failure to comply could result in significant tax liabilities.

Industry Context

The Real Estate Investment Trust (REIT) sector is characterized by its reliance on real estate market cycles, interest rate sensitivity, and regulatory compliance. Companies like Lightstone Value Plus REIT I, Inc. operate within a competitive landscape that demands efficient property management, strategic acquisitions, and consistent income generation to meet distribution requirements.

Regulatory Implications

As a REIT, Lightstone Value Plus REIT I, Inc. must strictly adhere to IRS regulations regarding income sources, asset composition, and dividend payouts to maintain its tax-advantaged status. Any deviation could lead to significant tax liabilities and impact shareholder returns.

What Investors Should Do

1. Review director nominee backgrounds and qualifications for the upcoming 2025 Annual Meeting on December 8, 2025, to ensure alignment with shareholder interests.
2. Assess the Company's operational model, particularly its complete reliance on the Advisor (Lightstone Value Plus REIT LLC), and understand the associated risks and oversight mechanisms.
3. Monitor the Company's compliance with REIT regulations, as failure to do so could negatively impact financial performance and distributions.

Key Dates

• 2025-12-08: 2025 Annual Meeting of Stockholders — Key date for electing directors and potentially voting on other corporate matters. Investors should be aware of the nominees and their qualifications.
• 2025-09-30: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the annual meeting. Affects voting power for the director elections.
• 2024-XX-XX: Board of Directors Meetings — The Board held 4 meetings in 2024, with all directors attending. This indicates active oversight, though specific outcomes of these meetings are not detailed.

Glossary

DEF 14A

A proxy statement filing required by the U.S. Securities and Exchange Commission (SEC) for publicly traded companies when soliciting shareholder votes for an annual meeting. (This document provides the details of the company's annual meeting, director nominees, and other governance information.)

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-generating real estate. REITs are required to distribute at least 90% of their taxable income to shareholders annually. (Lightstone Value Plus REIT I, Inc. is structured as a REIT, meaning its financial performance and operational strategies are geared towards generating rental income and distributions.)

Advisor

In this context, Lightstone Value Plus REIT LLC, which manages the day-to-day operations and property acquisitions for the Company. (The Advisor's performance and relationship with the Company are critical to its operational success, as the Company has no employees.)

Sponsor

In this context, The Lightstone Group, LLC, which is associated with the Company's management and operations. (The Sponsor's involvement, along with the Advisor, is key to the Company's strategic direction and governance.)

Independent Director

A director who has no material relationship with the company other than their service on the board. They are expected to provide objective oversight. (The company has 3 independent directors out of 4, which is a positive indicator for corporate governance and objective decision-making.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2025 Annual Meeting and director elections. Specific financial performance metrics and comparisons to the prior year (e.g., revenue, net income, margins) are not detailed in this DEF 14A filing. The primary focus is on corporate governance and the election of directors, with no explicit mention of changes in financial performance or new risks compared to a previous filing.

Key Financial Figures

• $21,000 — We will pay CFS a fee of approximately $21,000 in addition to reimbursement of its rea

Filing Documents

• lvvr1def14a092525.htm (DEF 14A) — 284KB
• proxy-01.jpg (GRAPHIC) — 156KB
• proxy-02.jpg (GRAPHIC) — 139KB
• 0001185185-25-001328.txt ( ) — 692KB

Business

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies David Lichtenstein 64 2004 Mr. David Lichtenstein is the Chairman of our Board of Directors and our Chief Executive Officer, and is the Chief Executive Officer of our Advisor. Mr. Lichtenstein founded both American Shelter Corporation and The Lightstone Group. From 1988 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of The Lightstone Group, directing all aspects of the acquisition, financing and management of a diverse portfolio of multi-family, lodging, retail and industrial properties located in 20 states, and Puerto Rico. From April 2008 to present, Mr. Lichtenstein has served as the Chairman of the Board of Directors and Chief Executive Officer of Lightstone Value Plus REIT II, Inc. (“Lightstone REIT II”) and Lightstone Value Plus REIT II LLC, its advisor. From October 2012 to the present, Mr. Lichtenstein has served as the Chairman of the Board of Directors of Lightstone Value Plus REIT III, Inc. (“Lightstone REIT III”) and from April 2013 to the present, as the Chief Executive Officer of Lightstone REIT III and of Lightstone Value Plus REIT III LLC. From September 2014 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of Lightstone Value Plus REIT IV, (“Lightstone REIT IV”), and as Chief Executive Officer of Lightstone Real Estate Income LLC, its advisor. From October 2014 to the present, Mr. Lichtenstein has served as Chairman of the Board of Directors and Chief Executive Officer of Lightstone Enterprises Limited (“Lightstone Enterprises”). On August 31, 2021, Mr. Lichtenstein was appointed Chairman Emeritus of the Board of Directors of Lightstone Value Plus REIT V, Inc. (“Lightstone V”) and previously served as the Chairman of the Board of Directors of Lightstone

Business

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies George R. Whittemore 75 2006 Mr. Whittemore is one of our independent directors and the Chairman of our Audit Committee. From April 2008 to the present, Mr. Whittemore has served as a member of the board of directors of Lightstone REIT II and is currently the Chairman of our Audit Committee. From December 2013 to present, Mr. Whittemore has served as a member of the board of directors of Lightstone REIT III and is currently the Chairman of our Audit Committee. Mr. Whittemore previously served as a Director and Chairman of the Audit Committee of Village Bank Financial Corporation in Richmond, Virginia, a publicly traded company, through May of 2023. Mr. Whittemore previously served as a Director of Condor Hospitality, Inc. in Norfolk, Nebraska, a publicly traded company, from November 1994 to March 2016. Mr. Whittemore previously served as a Director and Chairman of the Audit Committee of Prime Group Realty Trust from July 2005 until December 2012. Mr. Whittemore previously served as President and Chief Executive Officer of Condor Hospitality Trust, Inc. from November 2001 until August 2004 and as Senior Vice President and Director of both Anderson & Strudwick, Incorporated, a brokerage firm based in Richmond, Virginia, and Anderson & Strudwick Investment Corporation, from October 1996 until October 2001. Mr. Whittemore has also served as a Director, President and Managing Officer of Pioneer Federal Savings Bank and its parent, Pioneer Financial Corporation, from September 1982 until August 1994, and as President of Mills Value Adviser, Inc., a registered investment advisor. Mr. Whittemore is a graduate of the University of Richmond. Mr. Whittemore has been selected to serve as an independent director due to his extensive experience in accounting, banking, finance and real estate. Alan Retkinski 53 2019 Mr. Retkinski is one of our independent

View Full Filing

View this DEF 14A filing on SEC EDGAR