{"url_path":"/sec/cik-0001745032/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.","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":858,"has_tables":true,"body_markdown":"Item 11. Executive Compensation.\n\n**Compensation of Executive Officers**\n\nOur executive officers do not receive compensation directly from us for services rendered to us. Our executive officers are officers and/or employees of, or hold an indirect ownership interest in, the Advisor, and/or its affiliates, and our executive officers are compensated by these entities, in part, for their services to us. Samuel C. Montgomery, our Chief Financial Officer, is an employee of an affiliate of the Advisor and we reimburse the affiliate, at cost, for an allocated portion of his compensation to the extent he provides services to us. See Item 13 of this Annual Report on Form 10-K for the year ended December 31, 2025, “Certain Relationships and Related Transactions, and Director Independence” for a discussion of the fees and expense reimbursements paid to the Advisor and its affiliates. The Conflicts Committee will discharge the board of directors’ responsibilities relating to the compensation of our executives to the extent applicable.\n\n**Compensation of Directors**\n\nIf a director is also one of our executive officers or is otherwise affiliated with our Sponsor or Advisor, we do not pay any compensation to that person for services rendered as a director. Our current policy, effective as of March 31, 2022, is to pay $2,500 in cash and issue 500 shares of our common stock on the last day of each calendar quarter, valued at fair value at the date of issuance, to each independent director who is qualified and acting as an independent director on such date. Prior to 2022, we paid our independent directors $500 for each regularly scheduled board of directors or board of directors committee meeting the director attended in person and $250 for each meeting the director attended virtually or by telephone. If there was a meeting of the board of directors and one or more board of directors committees in a single day, the fees were limited to $500 or $250 per day, as applicable. The members of the Audit Advisory Committee will receive the same pay described above for independent directors. In addition, effective as of March 31, 2022, the chairman of the\n\n74\n\n[Table of Contents](#TOC)\n\nAudit Committee will also receive $5,000 per year and $500 per calendar quarter as compensation for the additional duties performed as chairman of the Audit Committee. The other members of the Audit Committee will receive $500 per calendar quarter as compensation for the additional duties performed as a member of the Audit Committee. Prior to 2022, the chairman of the Audit Committee received $2,500 each year and $500 per Audit Committee meeting as compensation for the additional duties performed as chairman of the Audit Committee. This compensation policy may be modified by the board of directors from time to time.\n\nWe have provided below certain information regarding compensation earned by or paid to our directors during fiscal year 2025.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Fees Earned or Paid in**\n\n​\n\n​\n\n​\n\n​\n\n**All Other**\n\n​\n\n​\n\n​\n\n**Name**\n\n​\n\n**Cash in 2025**(1)\n\n​\n\n**Stock Awards**(2)\n\n​\n\n**Compensation**(4)\n\n​\n\n**Total**\n\nCorey R. Maple(3)\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nNorman H. Leslie(3)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nDavid G. Ekman(5)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nJeffrey T. Leighton\n\n​\n\n​\n\n12,000\n\n​\n\n​\n\n21,140\n\n​\n\n​\n\n—\n\n​\n\n​\n\n33,140\n\nPerry M. Rynders\n\n​\n\n​\n\n17,000\n\n​\n\n​\n\n21,140\n\n​\n\n​\n\n—\n\n​\n\n​\n\n38,140\n\n​\n\n(1)Fees Earned in 2025 or Paid in Cash include meeting fees earned in: (i) 2024 but paid or reimbursed in the first quarter of 2025 as follows: $0; and (ii) 2025 and to be paid in 2026 as follows: $29,000.\n\n(2)Beginning in the first quarter of 2022, each independent member of the Board of Directors received 500 shares of our common stock every quarter, valued at fair value at the date of issuance. The fair value of the stock for all four quarters of 2025 was $10.57 per share as determined in accordance with FASB ASC Topic 718.\n\n(3)Directors who are also our executive officers do not receive compensation for services rendered as a director.\n\n(4)Represents dividends paid on stock awards. Messrs. Leighton and Rynders reinvested dividends pursuant to our dividend reinvestment plan.\n\n(5)Mr. Ekman resigned from the board of directors as of September 9, 2025.\n\n**Phantom Stock Plan**\n\nThe board of directors has approved the adoption of a phantom stock plan (the \"Phantom Stock Plan\") for the Company. However, the specific terms of the Phantom Stock Plan have not yet been determined and approved by our board. The Company intends for the shares designated pursuant to the Phantom Stock Plan (the \"Phantom Shares\") to be allocated to the Advisor, the Company’s taxable REIT subsidiaries collectively and NHS for distribution of the proceeds to their respective employees and service providers in accordance with their compensation plans; however, none of Corey R. Maple, Norman H. Leslie or Samuel C. Montgomery will receive any Phantom Shares pursuant to the Phantom Stock Plan.\n\n75\n\n[Table of Contents](#TOC)"}