Fernando Victor Lara Celis
About Fernando Victor Lara Celis
Independent director of American Realty Investors, Inc. (ARL); age 59; initially elected October 11, 2023, making approximately 2 years of board tenure as of the 2025 proxy. Background includes entrepreneurship and operating leadership across restaurant franchising and real estate project management in Mexico and the U.S.; education not disclosed in the proxy. He serves on ARL’s Audit, Compensation (Chair), and Governance & Nominating Committees. The Board affirmatively determined him to be independent under ARL’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FYA Project, LLC (Schlotzsky’s Deli franchisee, North Dallas) | General Manager & President | Since March 2006 | Established first DFW commissary bakery for franchisees (2010); led DFW franchisee marketing organization (2012) |
| UDF de Mexico S. de R.L. de C.V. (Dallas-based contractor) | General Manager & President | Since April 2009 | Manages Loma Bonita and La Laguna real estate projects in Tampico, Mexico, owned by Liberty Bankers Life Insurance Company |
| Mexico State Superior Control Authority (Veracruz) | General Auditor / Information Manager | >5 years prior to March 2006 | Public-sector audit/controls experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Transcontinental Realty Investors, Inc. (TCI) | Director | Oct 11, 2023 | Elected concurrently with ARL; TCI is an affiliate within ARL’s group structure |
| Income Opportunity Realty Investors, Inc. (IOR) | Director | Oct 11, 2023 | Elected concurrently with ARL; IOR is majority owned by TCI; ARL owns a significant stake in TCI |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Governance & Nominating Committee member .
- Independence: Board affirmed independence for Lara Celis and all listed independent directors .
- Attendance: Board met 5 times in fiscal 2024; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions .
- Committee activity: Audit met 5 times (Audit Chair is Munselle; Audit financial expert); Governance & Nominating met 2 times; Compensation met 2 times in 2024 .
- Lead Independent Director: ARL uses a Presiding Director model; Ted R. Munselle designated as Presiding Director in December 2024 for sessions without management .
| Governance Element | 2024 Detail |
|---|---|
| Audit Committee membership | Lara Celis (member); Audit met 5x; operates under charter; independence affirmed |
| Compensation Committee role | Chair (Lara Celis); committee comprised of independent directors; met 2x |
| Governance & Nominating | Member (Lara Celis); committee met 2x; independence affirmed |
| Board meetings | 5 total; ≥75% attendance for each director; 4 executive sessions of independent directors |
| Presiding Director | Ted R. Munselle (designated Dec 2024) |
Fixed Compensation
| Component | Amount/Terms | 2024 Paid to Lara Celis |
|---|---|---|
| Annual cash retainer (nonemployee directors) | $20,000 | $20,000 |
| Audit Committee Chair fee | $500 annual (Audit Chair only) | Not applicable (Lara is Compensation Chair) |
| Special services fee | $1,000 per day for special services (independent directors only) | Not disclosed/none for Lara in 2024 |
| Travel/expense reimbursement | Reimbursed for Board/committee/stockholder meetings | Applicable to all directors |
Directors who are employees of the Company or its Advisor receive no additional compensation; only independent directors receive retainers and fees .
Performance Compensation
ARL discloses no equity-based director compensation, options, performance stock units, or bonuses for directors. The company has no employees and pays no executive officer compensation directly; director pay is cash-based and limited to the schedule above .
| Metric | Structure | 2024 Disclosure |
|---|---|---|
| Equity grants (RSUs/PSUs/DSUs) | Not part of director comp program | None disclosed |
| Option awards | Not part of director comp program | None disclosed |
| Performance metrics tied to pay (revenue/EBITDA/TSR/ESG) | Not applicable to directors | None disclosed |
| Clawbacks / CoC provisions for directors | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Entity | Role | Relationship/Interlock Context |
|---|---|---|
| TCI | Director | ARL owns >78% of TCI; TCI owns >84% of IOR; shared advisor Pillar; cross-entity governance oversight |
| IOR | Director | Majority owned by TCI; part of affiliated group advised by Pillar |
ARL’s executive officers also serve as executives of Pillar (Advisor) and related entities; Board reviews related-party matters for fairness to stockholders under Articles and Guidelines .
Expertise & Qualifications
- Entrepreneurial operations expertise: multi-unit restaurant franchising, logistics (commissary setup), regional marketing leadership .
- Real estate project management: oversight of Mexican residential/commercial projects for a U.S. financial institution .
- Public-sector audit/controls experience: Former General Auditor/Information Manager in Veracruz .
- Board governance: Service across ARL, TCI, and IOR boards within consolidated/affiliated group structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Fernando Victor Lara Celis | -0- | <1% |
ARL’s controlling shareholder (Realty Advisors, Inc./May Realty Holdings) beneficially owned 14,669,820 shares (~90.82%) as of the record date; executive officers of RAI disclaim beneficial ownership; this concentration materially influences all voting outcomes .
Governance Assessment
- Independence and committee leadership: Lara Celis is affirmed independent and chairs the Compensation Committee; he also sits on Audit and Governance & Nominating—this breadth enhances oversight reach across pay, governance, and financial reporting .
- Attendance and engagement: Board met 5 times in 2024, with each director attending ≥75% of meetings; independent directors held 4 executive sessions, supporting independent oversight .
- Compensation alignment: Director compensation is cash-only; no equity or performance-linked instruments, and Lara owned zero ARL shares as of the record date—limited “skin in the game” and incentive alignment for directors relative to equity holders .
- Concentrated control (RED FLAG): A related party held ~90.82% of outstanding shares and intends to vote in favor of Board proposals; this concentration may limit minority stockholder influence and reduce market discipline on governance outcomes .
- Related-party ecosystem (RED FLAG): ARL relies on Pillar (Advisor) for day-to-day operations; shared executives and services across ARL/TCI/IOR; ARL paid Pillar advisory fees ($0.1m) and reimbursements ($1.3m) in 2024; Regis received $0.2m for property services; related-party receivables were $73.3m at 12/31/2024—Board relies on disinterested director approvals under Articles for fairness .
- Audit oversight: Audit Committee met 5 times, operates under charter, includes an audit committee financial expert; private sessions with auditors are conducted—strength for financial reporting integrity .
- Insider reporting: Company states all Section 16(a) reporting requirements were satisfied for fiscal 2024 and through the record date—no reported filing deficiencies for directors .
Overall signal: Lara Celis provides operational and entrepreneurial expertise and chairs Compensation, but alignment is hampered by zero share ownership and a cash-only director pay framework amid a highly controlled, advisor-dependent structure with extensive related-party transactions. Minority investor confidence will hinge on the effectiveness of independent committee oversight over Pillar arrangements and fairness reviews under ARL’s Articles and Governance Guidelines .