David Lichtenstein

About David Lichtenstein

David Lichtenstein, 64, is Chief Executive Officer and Chairman of the Board at Lightstone Value Plus REIT IV (LTSV) and has served as a director since 2015; he is the founder, Chairman, and CEO of The Lightstone Group, with decades of acquisition, financing, and asset management experience across multifamily, lodging, retail, and industrial real estate nationally . LTSV is externally managed; no executive salaries/bonuses are paid by the company, and compensation is delivered at the Advisor level (affiliated with The Lightstone Group), creating a structurally different pay-for-performance profile than internally managed REITs . Operational performance indicators show estimated NAV per share increased slightly from $9.47 (as of 12/31/2023, approved 3/22/2024) to $9.50 (as of 12/31/2024, approved 3/17/2025); shares are not exchange-listed, and distributions remain suspended since March 2020 . Board governance concentrates risk oversight in the Audit Committee; Lichtenstein serves as combined CEO/Chairman with a presiding independent director for executive sessions, partially addressing independence concerns .

Past Roles

External Roles

Fixed Compensation

• Executive officers (including Lichtenstein) are employees of the Advisor; they do not receive salary/bonus/equity directly from LTSV and the company has no compensation committee or CD&A .
• Director cash fees: Independent directors receive an annual retainer of $40,000; the Audit Committee chair receives an additional $10,000; expenses reimbursed .

Performance Compensation

• No company-level incentives for executive officers (no RSUs/PSUs/options or performance plan at the company level); all executive pay administered by the Advisor; no compensation committee and no CD&A disclosed .
• There is no disclosed CEO bonus framework, KPI weightings, or vesting schedules at the company level for Lichtenstein .

Equity Ownership & Alignment

• Section 16 compliance: The company reports all officers/directors (including Lichtenstein) complied with Section 16(a) filing requirements for 2024 .
• Pledging/hedging: No disclosure of share pledging or hedging policy specific to Lichtenstein found in the latest proxy .

Employment Terms

• Structure: LTSV is externally managed; the Advisor (majority-owned by Lichtenstein) provides day-to-day management under a one-year agreement, renewable for successive one-year terms upon mutual consent of the Advisor and independent directors .
• Fee types: Payments may include asset acquisition/development/financing coordination fees; asset management fees/participation; construction management; expense reimbursements; potential disposition commissions upon liquidation; the Advisor permitted temporary deferral of asset management fees in 2Q24 .
• Related-party balances/fees: As of 12/31/2024 and 12/31/2023, amounts owed to Advisor/affiliates were $788,560 and $463,876, respectively; 2024 Advisor fees totaled $971,866 (asset management), and 2023 totaled $1,336,452 (development fees $573,223; asset management $763,229) .

• Executive employment contracts at company level (severance, change-of-control, clawbacks, tax gross-ups, non-compete/solicit): Not disclosed; executives are Advisor employees .

Board Governance

• Structure: Board of three (two independent); Lichtenstein serves as CEO and Chairman; Michael J. DeMarco is the presiding director for independent executive sessions .
• Committees: Only standing committee is the Audit Committee (DeMarco, Chair; Spinola; both independent and audit committee financial experts) .
• Attendance: Board held four meetings in 2024 with full attendance; Audit Committee held four meetings in 2024 with full attendance .
• Director compensation governance: Full Board handles compensation oversight; no compensation committee; no interlocks disclosed .

Performance & Track Record

• Listing and distributions: Shares are not exchange-listed; the Board does not intend to list at this time; regular distributions have been suspended since March 2020 .
• Share repurchases: Under the limited SRP (death/hardship), LTSV repurchased 84,614 shares in 2024 at a weighted average price of $9.61; 91,999 shares in 2023 at $9.49 .
• Estimated NAV per share: Slight increase from $9.47 (12/31/2023; approved 3/22/2024) to $9.50 (12/31/2024; approved 3/17/2025); no value allocated to the Sponsor’s subordinated advances as the hurdle was not met .

Compensation Structure Analysis

• Executive pay is entirely at the Advisor level with no company-level salary, bonus, or equity for Lichtenstein, removing traditional REIT pay-for-performance levers (no disclosed KPI weighting, no vesting calendars, no clawbacks at company level) .
• Board retains compensation oversight without a compensation committee, which can raise independence optics given the CEO/Chair dual role and related-party management, though there is a presiding independent director and an independent Audit Committee .
• Related-party advisory fee structure (and temporary fee deferral in 2Q24) underscores alignment considerations and liquidity management within the externally managed model .

Related Party Transactions

• The Advisor and Sponsor are majority-owned by Lichtenstein; the Advisor manages day-to-day operations, is paid across acquisition/development/asset management/other fees, and may receive disposition commissions; LTSV owed $788,560 to the Advisor and affiliates at 12/31/2024 (vs. $463,876 at 12/31/2023) .
• No allocation of NAV value to the Sponsor’s subordinated advances at 12/31/2023 and 12/31/2024 because the NAV/share did not exceed the $10.00 plus 8% cumulative hurdle .

Equity Ownership & Alignment Details

Board Governance Details (Dual-Role Implications)

• CEO + Chairman: Lichtenstein holds both roles; the Board uses a presiding independent director (DeMarco) for executive sessions; the Board views this as an effective leadership model, though it is a governance trade-off for independence .
• Only Audit Committee is standing; independent composition with financial expertise mitigates some risk concentration .

Employment Terms (Severance/COC/Restrictive Covenants)

• Company-level executive employment agreements (severance, change-of-control triggers, tax gross-ups, non-compete/solicit, garden leave, post-termination consulting) are not disclosed, as executives are employees of the Advisor .

Investment Implications

• Alignment: Lichtenstein’s 2.9% beneficial ownership provides some ownership alignment, but external management and related-party fee structures (with fees and balances due to Advisor) create potential conflicts that investors should monitor via Audit Committee oversight and independent director actions .
• Pay-for-performance signal: Absence of company-level executive comp metrics (salary/bonus/equity) limits traditional incentive analysis; performance scrutiny shifts to NAV progression, cash flows, SRP activity, and fee discipline under the advisory agreement .
• Liquidity/returns: Shares are non-listed and distributions have been suspended since March 2020; limited SRP (death/hardship) repurchases at ~$9.5–9.6 suggest constrained liquidity; modest NAV/share increase from $9.47 to $9.50 underscores a “capital preservation” posture rather than value breakout .
• Governance: CEO/Chair dual role plus no compensation committee heighten independence optics; the presiding director structure and independent Audit Committee partially mitigate, but monitoring remains warranted, particularly around related-party fees and deferrals .
• Execution risk: Negative net income and operating cash flow in 2023–2024 reinforce sensitivity to asset performance, refinancing, and fee levels under external management; the fee deferral in 2Q24 indicates proactive liquidity management but also reliance on Sponsor flexibility .
• Bottom line: For trading and portfolio decisions, watch (1) NAV/share recalculations and asset valuations, (2) Advisor fee trajectory and any further deferrals or amendments, (3) SRP velocity and policy changes, and (4) governance moves that enhance independence (e.g., committee expansion), as catalysts for sentiment and alignment re-rating .