Fernando Victor Lara Celis
About Fernando Victor Lara Celis
Independent director of Income Opportunity Realty Investors, Inc. (IOR). Age 59; elected to IOR’s Board effective October 11, 2023, filling a vacancy created by the resignation of Raymond D. Roberts, Sr. Background includes entrepreneurship (multi-unit Schlotzsky’s franchise operations in North Dallas) and real estate project management in Mexico, with prior service as a General Auditor/Information Manager at the Mexico State Superior Control Authority in Veracruz; U.S. citizen born in Mexico . The Board affirmed his independence under IOR’s Corporate Governance Guidelines and NYSE American standards in March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mexico State Superior Control Authority (Veracruz) | General Auditor / Information Manager | Prior to March 2006, for more than five years | Government auditing and information management experience |
| FYA Project, LLC (Schlotzsky’s Deli Franchise) | General Manager and President | Since March 2006 | Operates seven locations in North Dallas; led local marketing efforts and commissary bakery initiatives |
| UDF de Mexico S. de R.L. de C.V. | General Manager and President | Since April 2009 | Manages real estate projects Loma Bonita and La Laguna in Tampico, Mexico (owned by Liberty Bankers Life Insurance Company) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Since October 11, 2023 | Elected concurrently with IOR appointment |
| Transcontinental Realty Investors, Inc. (TCI) | Director | Since October 11, 2023 | Elected concurrently with IOR appointment |
Board Governance
- Independence: Board determined Fernando Victor Lara Celis is independent alongside Henry A. Butler, Ted R. Munselle, and Robert A. Jakuszewski .
- Attendance: Board met five times in fiscal 2024; each director attended 75% or more of Board and committee meetings; independent directors held four executive sessions in 2024 .
- Presiding Director: Ted R. Munselle designated Presiding Director in December 2024 (oversees executive sessions; agenda input) .
- Committee assignments (2025): Audit Committee member; Compensation Committee Chair; Governance and Nominating Committee member .
- Committee activity (2024): Audit met 5x; Governance & Nominating met 2x; Compensation met 2x .
- Audit Committee engagement: Signed the Audit Committee report (dated August 7, 2025) alongside Munselle and Jakuszewski .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Chair: Ted R. Munselle | 5 |
| Compensation Committee | Chair | Chair: Fernando V. Lara Celis | 2 |
| Governance & Nominating | Member | Chair: Robert A. Jakuszewski | 2 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (nonemployee directors) | $5,000 | Effective reduction since Jan 4, 2010; directors reimbursed for expenses |
| Special services fee (independent directors) | $1,000 per day | For services outside ordinary duties, plus expenses |
| Audit Committee Chair fee | $500 (one-time annual) | Payable to Audit Chair; current Chair is Munselle |
| 2024 director fees paid to Fernando V. Lara Celis | $5,000 | Total fees received for 2024 |
Performance Compensation
| Performance-linked component | Metric(s) | Grant/Value | Vesting | Notes |
|---|---|---|---|---|
| None disclosed for directors | — | — | — | Proxy describes cash retainers/reimbursements; no equity or bonus plans mentioned for directors |
Other Directorships & Interlocks
- Compensation Committee interlocks: Compensation Committee comprised of nonemployee directors; no executive officer of IOR serves on a board that has a director or officer serving on this Compensation Committee .
- Affiliated boards: Celis serves as director at ARL and TCI; multiple board affiliations within the corporate group may create information flow and oversight interlocks across IOR/ARL/TCI .
Expertise & Qualifications
- Entrepreneurial operations leadership (multi-unit franchising) and real estate project management in Mexico .
- Governance roles across three affiliated real estate entities (IOR/ARL/TCI), with chair responsibilities on the Compensation Committee at IOR .
- Audit oversight participation via Audit Committee membership and report signatory .
Equity Ownership
| Holder | Shares | Approx. % | Notes |
|---|---|---|---|
| Fernando Victor Lara Celis | — | —% | Directors/officers of TCI may be deemed beneficial owners by position, but expressly disclaim beneficial ownership of TCI’s IOR shares |
| Transcontinental Realty Investors, Inc. (TCI) | 3,436,093 | 84.50% | Controlling shareholder as of Oct 30, 2025 |
| Realty Advisors, Inc. | 269,299 | 6.62% | Significant holder |
Governance Assessment
- Independence and attendance: Independence affirmed; attendance threshold met; active committee engagement, including chairing Compensation and participating in Audit .
- Compensation alignment: Minimal cash retainer; no equity grants disclosed, suggesting limited direct ownership alignment; Celis received $5,000 in 2024 .
- Related-party exposure (RED FLAGS):
- Controlling shareholder TCI holds ~84.5% of IOR; Celis also sits on TCI and ARL boards, creating potential affiliated governance interlocks .
- Extensive affiliated arrangements: Advisory and cash management agreements with Pillar; property management and brokerage with Regis (affiliates), with material advisory fees and large receivables/interest flows from related parties (e.g., $1.0 million advisory fees, $300,000 reimbursements, $106.5 million receivables at Dec 31, 2024; $0.5 million interest income) .
- Board oversight mitigations: Article FOURTEENTH restricts related-party transactions to those approved as fair by a majority of independent directors with disclosure of material facts .
- Committee governance: Compensation Committee composed solely of independent directors; no interlocks with issuer executive officers; Celis as Chair has responsibility over executive compensation policies for advisors/officers (not directly paid by IOR) .
- Executive sessions: Four in 2024; Presiding Director role maintained for independent oversight; Munselle designated .
Overall governance signals: Independence and committee activity are positive; however, heavy reliance on affiliated advisors, concentrated ownership by TCI, and substantial related-party receivables/fees present structural conflict risks requiring robust independent director oversight and adherence to Article FOURTEENTH approvals .