{"url_path":"/sec/cik-0001745032/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1745032/0001104659-26-062807-index.html","accession_number":"0001104659-26-062807","cik":"0001745032","ticker":null,"issuer_name":"Lodging Fund REIT III, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1745032/0001104659-26-062807-index.html","primary_entity_key":"0001745032","primary_entity_name":"Lodging Fund REIT III, Inc."},"word_count":3171,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance.\n\n**Executive Officers and Directors**\n\nThe following table sets forth certain information about our executive officers and directors as of May 15, 2026.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Name and********Address**(1)\n\n​\n\n**Position(s)**\n\n​\n\n**Age**\n\n​\n\n**Year First********Became a********Director**\n\n​\n\n**Class**\n\n** **\n\nCorey R. Maple\n\n​\n\nChairman of the Board and Director\n\n​\n\n60\n\n​\n\n2018\n\n​\n\nClass I\n\n​\n\nNorman H. Leslie\n\n​\n\nPresident, Chief Executive Officer, Secretary, Chief Investment Officer, Treasurer, and Director\n\n​\n\n59\n\n​\n\n2018\n\n​\n\nClass II\n\n​\n\nSamuel C. Montgomery\n\n​\n\nChief Financial Officer and Director\n\n​\n\n44\n\n​\n\n2025\n\n​\n\nClass III\n\n​\n\nPerry M. Rynders\n\n​\n\nIndependent Director\n\n​\n\n68\n\n​\n\n2019\n\n​\n\nClass II\n\n​\n\nJeffrey T. Leighton\n\n​\n\nIndependent Director\n\n​\n\n56\n\n​\n\n2018\n\n​\n\nClass III\n\n​\n\n​\n\n(1)The address of each named executive officer and director is 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103.\n\n**Corey R. Maple**\n\nCorey R. Maple serves as Chairman of our board of directors and a director, positions he has held since April 2018. From April 2018 to May 2023, Mr. Maple served as the Company’s Chief Executive Officer and Secretary. He also served as the Chief Executive Officer and Secretary of the Advisor, positions he held from April 2018 to May 2023. Mr. Maple has also served as Managing Member of the Sponsor since 2018. In 1992, Mr. Maple served as manager of a branch office of Maier Engineering in St. Paul, Minnesota. In 1993, Mr. Maple and three partners purchased Maier from its principal, Gordon Maier. In 1996, Mr. Maple founded MiniMax Software Corp. to build engineering applications for the electric utility market. Also in 1996, Mr. Maple acquired a 100% interest in Maier by buying out the interests of his other three partners in the company. In 2005, MiniMax merged with Powel, ASA, a privately held Norwegian company. In 2006, Mr. Maple helped lead a successful public offering of the combined entity on the Oslo Bourse. Mr. Maple served as the President of U.S. operations and member of the board of directors for the next two years until the company was purchased by a Scandinavian conglomerate. In 2008, Mr. Maple founded Cordonco.com, an online transaction processing service. Also in 2008, Mr. Maple served as a founder of Lodging Opportunity Fund, an investment fund sponsored by an affiliate of our Advisor that purchased distressed, limited-service hotels, and currently serves as an officer and director of that entity. Mr. Maple also owns or has an interest in Seven Sisters Spirits, a large full-service liquor store near Detroit Lakes MN, and MapleTree LLC, an investment company. Mr. Maple holds a Bachelor of Science degree in Electrical Engineering from North Dakota State University. We believe that Mr. Maple’s experience as a founder of Lodging Opportunity Fund and his private board experience make him well qualified to serve as a member of our board of directors.\n\n​\n\nOn August 28, 2023, Mr. Maple, the Advisor and an affiliated manager of another REIT sponsored by our Sponsor, Legacy Hospitality II, LLC (“Legacy”), agreed to an administrative cease-and-desist order filed by the Securities and Exchange Commission (the “SEC”) relating to matters previously discussed in our prior public filings. A copy of the order can also be found on the SEC’s website at https://www.sec.gov/files/litigation/admin/2023/33-11227.pdf. The SEC’s order states that Mr. Maple, the Advisor and Legacy violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended, through the improper reimbursement of and financial accounting for certain expenses incurred by the Advisor and Legacy as well as the adequacy of disclosures to investors related to those policies and practices. As part of the settlement, the Advisor paid disgorgement of $463,900, prejudgment interest of $85,431.50 and a civil monetary penalty of $225,000, Legacy agreed to disgorgement of $2,283,000, prejudgment interest of $4,359,012.67 and a civil monetary penalty of $1,150,000, and Mr. Maple paid a civil monetary penalty of $100,000. The Advisor, Legacy and Mr. Maple did not admit or deny the findings contained in the order, except that solely for purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, the findings in the order are true and admitted by Mr. Maple.\n\n70\n\n[Table of Contents](#TOC)\n\n**Norman H. Leslie**\n\nNorman H. Leslie serves as Chief Executive Officer and Secretary of the Company, positions he has held since May 19, 2023. In addition, he serves as the President of the Company, a position he has held since August 2019, and Chief Investment Officer, Treasurer and director of the Company, positions he has held since April 2018. Mr. Leslie also serves as the President, Chief Investment Officer and Treasurer of the Advisor, positions he has held since April 2018. Mr. Leslie has also served as the Managing Member of the Sponsor since 2018. Mr. Leslie has 33 years of real estate experience and has worked extensively in the hotel industry starting at the age of 13, working in his family’s roadside inn, where he developed an in-depth understanding of hotel operations. Mr. Leslie organized NHS, LLC (dba National Hospitality Services) in 2001. Today, NHS manages 48 hotels across the United States and is recognized as a Top 200 management company in the United States by size. NHS operates hotels franchised through IHG®, Marriott®, Hilton®, Hyatt®, Radisson®, Choice Hotels® and Wyndham®. As co-founder of Bridge Hospitality LLC and other development companies, he was instrumental in the multiple new-build IHG and Marriott hotels in the United States. Mr. Leslie has also led the development of commercial properties including Grade A offices and retail centers in North Dakota. He was also a co-founder of Heritage Homes, a premiere homebuilder in the Fargo-Moorhead market.\n\n​\n\nMr. Leslie co-founded Lodging Opportunity Fund LLLP, Lodging Opportunity Fund Real Estate Investment Trust, the Company and their corresponding sponsor entities. These entities acquired over 40 hotels between 2011 and today. Mr. Leslie served on the IHG Owners Association Global Board of Directors (2018-present) and was elected as Chair of the Board for 2022. He has served on the board of directors of the Fargo-Moorhead-West Fargo Chamber of Commerce, Ramada Inns National Association (RINA), and four Owner Association panels for IHG.\n\n​\n\nMr. Leslie holds a Bachelor of Commerce Degree (Honors) from the University of Manitoba. We believe that Mr. Leslie’s significant experience in the real estate and hotel industry makes him well qualified to serve as a member of the Company’s board of directors.\n\n​\n\n**Samuel C. Montgomery**\n\nSamuel C. Montgomery serves as Chief Financial Officer of the Company, a position he has held since October 2020, and director, a position he has held since September 2025. Mr. Montgomery also serves as Chief Operating Officer of our Sponsor, a position he has held since December 2016. Mr. Montgomery oversees every aspect of Legendary Capital’s operations. He is a certified public accountant in North Dakota, Florida and Tennessee and has more than a decade of experience serving asset managers in the REIT and private equity sectors. He spent the first six years of his career with Ernst & Young LLP, primarily with its Chicago, Illinois, financial services group. In this role, he served as a business advisor to several of the country’s largest REITs on tax consulting, mergers and acquisitions and public offerings. He also contributed to the growth of the company’s financial services practice with a rotation in Bangalore, India, to help develop Ernst & Young’s outsourced tax compliance functions for financial services clients. In 2011, Montgomery transferred to PricewaterhouseCoopers LLP, where he spent five years serving financial services clients primarily from the Tampa, Florida, office. As one of two individuals tasked with developing a financial services practice in western and central Florida, he helped broaden the footprint to cover the entire state. Upon relocating to Fargo, North Dakota in June 2016, Mr. Montgomery joined Eide Bailly LLP’s tax practice serving a variety of real estate clients. He holds a Bachelor’s degree in Business Administration-Accounting from the University of Miami and a Master’s degree in Taxation from Nova Southeastern University.\n\n**Perry M. Rynders**\n\nPerry M. Rynders is one of our independent directors and is the Chairman of the Audit Committee of our board of directors, positions he has held since April 2019. Mr. Rynders is also the Chairman of the Audit Committee of Lodging Opportunity Fund REIT, an affiliate of the Company. Mr. Rynders was the Chief Executive Officer and member of the Board of Governors of A'viands, LLC, a food services management company, from 2005 through September of 2014. In August of 2011, A'viands was sold to TrustHouse Services Group, LLC. In April of 2013, TrustHouse Services Group, LLC was sold to Elior, a publicly traded company out of France. Mr. Rynders continued as a consultant to A'viands, LLC through March of 2018. Mr. Rynders is a 50% owner, CEO and Chairman of the Board of Governors of Best Development Company, LLC. Best Development Company, LLC's primary asset is approximately 80 acres of land in Dakota County,\n\n71\n\n[Table of Contents](#TOC)\n\nMN which is currently farmed. Mr. Rynders is a 50% owner, CEO and Chairman of the Board of Governors of Best Holding Company, LLC. Best Holding Company, LLC's primary asset is a 30,000 square foot office building in Roseville, MN. Mr. Rynders is a 50% owner, CEO and Chairman of the Board of Governors of Best Investment Company II, LLC. Best Investment Company II, LLC's primary asset is an investment in Tamarack Aerospace Group, Inc. Mr. Rynders is also an investor in Lodging Opportunity Fund REIT, an affiliate of the Company. Mr. Rynders is a Certified Public Accountant (Inactive). We believe that Mr. Rynders’ experience as Chairman of the Audit Committee of Lodging Opportunity Fund REIT and other business experience make him well qualified to serve as a member of our board of directors and the Chairman of our Audit Committee.\n\n​\n\n**Jeffrey T. Leighton**\n\nJeffrey T. Leighton is one of our independent directors, a position he has held since August 2018. Jeffrey T. Leighton currently is Vice President and a board member of Leighton Broadcasting, a second-generation radio broadcast company. Mr. Leighton has spent most of his life in Central Minnesota. Beginning in 1992 he worked as a financial advisor for American Express and attained a Series 7, 63 and 65 license for investments. In 1996, Mr. Leighton joined Leighton Broadcasting as Sales Manager for their Detroit Lakes, Minnesota market and in 2003, he was promoted to Market Manager for this same market. Mr. Leighton has led the Company in its completion of two acquisitions within this market since 2010. Mr. Leighton served on the Essentia Health Foundation and was a driving force in its creation of the Business Relations committee. Mr. Leighton has also served in various positions with the Detroit Lakes Chamber of Commerce, Rotary and Health Resource Center. He holds a Bachelor of Arts degree in Finance and Marketing from The University of St. Thomas in St. Paul, Minnesota. We believe that Mr. Leighton’s finance and acquisitions experience makes him well qualified to serve as a member of our board of directors.\n\n​\n\n**Board Composition**\n\nWe currently have five seats on our board of directors. Pursuant to our charter, our board of directors is currently divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. We did not hold an annual meeting of stockholders in 2023, 2024 or 2025 and, as of the date of filing, we did not hold an annual meeting of stockholders in 2026. As a result, all of our directors are continuing to serve because their successors have not yet been elected. We anticipate that we will hold an annual meeting during 2026 to elect directors. The board of directors is divided into three classes as follows:\n\n●Class I directors. The sole Class I director is Corey R. Maple, whose term expires at the annual meeting of stockholders to be held in 2026 or until his successor is elected and qualified;\n\n●Class II directors. The Class II directors are Norman H. Leslie and Perry M. Rynders. The Class II directors’ terms were scheduled to expire at the annual meeting of stockholders in 2023, but since neither that meeting nor the annual meeting of stockholders in 2024 or 2025 was held, the Class II directors’ terms will expire at the annual meeting of stockholders to be held in 2026 or until their successors are elected and qualified; and\n\n●Class III directors. The Class III directors are Samuel C. Montgomery and Jeffrey T. Leighton. Mr. Montgomery was appointed to the board of directors in September 2025 to fill the vacancy created by the resignation of David G. Ekman. The Class III directors' terms were scheduled to expire at the annual meeting of stockholders in 2024, but since neither that meeting nor the annual meeting of stockholders in 2025 was held, the Class III directors' terms will expire at the annual meeting of stockholders to be held in 2026 or until their successors are elected and qualified.\n\n72\n\n[Table of Contents](#TOC)\n\nEach director will hold office until his or her successor is duly elected and qualified at the next annual meeting of stockholders. Due to the fact that no annual meetings of stockholders were held in 2023, 2024, or 2025, the staggered expiration schedule has effectively converged and all directors' terms will expire at the next annual meeting of stockholders, which the Company anticipates holding during 2026. Following that meeting, the board intends to re-establish staggered three-year terms for each class. There is no limit on the number of times a director may be elected to office.\n\n**Code of Conduct and Ethics**\n\nWe have adopted a Code of Conduct and Ethics, which includes insider trading policies and procedures and which applies to all of our officers and directors. The Code of Conduct and Ethics is reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, and the Company's insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company's securities by its directors, officers, and employees. The full text of our Code of Conduct and Ethics is posted on our website at https://legendarycap.com/sec-info/ and is filed as an exhibit to this Annual Report on Form 10-K. If any substantive amendments are made to the Code of Conduct and Ethics or any waiver is granted, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding such amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information on our website, at the address and location specified above.\n\n​\n\n**Audit Committee**\n\nThe board of directors established an Audit Committee currently composed of two directors. Perry M. Rynders, an independent director, is the Chairman of the Audit Committee. Jeffrey Leighton, an independent director, is a member of the Audit Committee. The board of directors has determined that Mr. Rynders and Mr. Leighton are “financially literate,” and have “accounting or related financial management expertise,” as such qualifications are interpreted by the board of directors in its business judgment and has determined that Mr. Rynders and Mr. Leighton are each an \"audit committee financial expert\" as that term is defined by the SEC. The Audit Committee is responsible for the oversight of (i) our accounting and financial reporting processes, (ii) the integrity of our financial statements, (iii) our compliance with legal and regulatory requirements, and (iv) our independent registered public accounting firm’s qualifications, performance and independence. The audit committee fulfills these responsibilities primarily by carrying out the activities enumerated in the audit committee charter. The audit committee charter is available on our website at https://legendarycap.com/sec-info/. To assist the Audit Committee with its responsibilities, we created an advisory committee (the \"Audit Advisory Committee\"). Todd Fisher is currently the sole member of the Audit Advisory Committee. Mr. Rynders was a member of the Audit Advisory Committee prior to being appointed to the board of directors in April 2019.\n\n**Conflicts Committee**\n\nThe board of directors established a conflicts committee of the board of directors (the “Conflicts Committee”) composed of all of the independent directors. The members of the Conflicts Committee are Jeffrey T. Leighton and Perry M. Rynders. The Conflicts Committee may act on any matter permitted under Maryland law. Both the board of directors and the Conflicts Committee must act upon those conflicts of interest matters that cannot be delegated to a committee under Maryland law. The Conflicts Committee may also retain its own legal and financial advisors at our expense when appropriate. Among the matters that the Conflicts Committee may act upon are the following:\n\n●the continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Advisory Agreement;\n\n●specific known and disclosed conflicts including the approval of any management agreements between NHS, LLC dba National Hospitality Services (“NHS”) and the TRS subsidiaries who are lessees of the properties;\n\n●transactions with affiliates;\n\n●the offering of any of the Company’s securities;\n\n73\n\n[Table of Contents](#TOC)\n\n●whether and when we seek to list our common stock on a national securities exchange;\n\n●whether and when we seek to become self-managed; and\n\n●whether and when we seek to sell the Company or substantially all of its assets.\n\nIn addition, all purchases and sales of hotel properties and third-party borrowings require the approval of at least a majority of the Conflicts Committee. The Conflicts Committee does not have a separate committee charter.\n\n**Nominating Committee**\n\nIn April 2023, our board of directors established a nominating committee of the board of directors (the “Nominating Committee”), composed of all of the independent directors, as well as Corey R. Maple. The current members of the Nominating Committee are Corey R. Maple, Jeffrey T. Leighton and Perry M. Rynders. The Nominating Committee is responsible for, among other things, assisting the board of directors in identifying individuals to become members of the board of directors and officers of the Company and providing recommendations to the board of directors for director nominees for the annual meeting of stockholders, filling director vacancies, and officers of the Company.\n\nThere have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since last disclosed to shareholders.\n\n**Delinquent Section 16(a) Reports**\n\nSection 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires executive officers, directors and persons who beneficially own any class of a company’s common stock, to file reports of ownership and changes in ownership with the SEC. To our knowledge, based solely on a review of the copies of reports or written representations from such persons, we believe that our executive officers and directors have complied in a timely manner with all applicable Section 16(a) filing requirements for the year ended December 31, 2025 to the date of this filing.\n\n​"}