Arquimedes A. Celis

About Arquimedes A. Celis

Arquimedes A. Celis, 71, has served as an Equity Director of Pilgrim’s Pride Corporation since May 2019. He is currently CEO and a board member of Grupo Lala and previously served as CEO of Industrias Bachoco, with a 21-year career at Grupo Bimbo including CEO of Barcel. He holds a bachelor’s degree in Industrial Engineering from Veracruz Tech and completed the Advanced Management Program at IPADE (Universidad Panamericana). The Board has affirmatively determined he is independent under Nasdaq rules and financially literate; he serves as an Equity Director alongside an Audit Committee Financial Expert, Wallim Cruz de Vasconcellos Jr. .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Compensation Committee member; Equity Nominating Committee member (as an Equity Director). Not a committee chair.
• Independence: Board determined Celis is independent under Nasdaq; Equity Directors must meet Rule 10A-3 independence and financial literacy; Celis is financially literate (Vasconcellos is the “audit committee financial expert”).
• Attendance and engagement: Board held 8 meetings and committees held 15 in 2024; all incumbent directors attended at least 75% of meetings; non-management director executive sessions generally four times per year, held three times in 2024.
• Role in oversight: Signed Audit Committee report recommending inclusion of audited financials in 2024 Form 10-K; member of Compensation Committee that reviewed CD&A inclusion.
• Controlled company context: PPC is a “controlled company” under Nasdaq due to JBS ownership; Compensation Committee operates without a charter pursuant to controlled company exemptions.

Fixed Compensation

Performance Compensation

Note: PPC’s non-employee director RSUs are time-based and not tied to performance metrics; they vest upon departure from the Board.

Other Directorships & Interlocks

• Compensation Committee interlocks: PPC disclosed no compensation committee interlocks in 2024 (Celis was a committee member).

Expertise & Qualifications

• Consumer packaged goods leadership across dairy, poultry, bakery/snacks with multi-decade operating experience (Lala, Bachoco, Bimbo/Barcel).
• Financial literacy (meets Equity Director requirements under Rule 10A-3); complements Audit Committee oversight.
• Industrial engineering education; advanced management training (IPADE).

Equity Ownership

• Unvested RSUs outstanding: 14,122 (as of 12/29/2024).
• Pledging/hedging: PPC has insider trading, pledging, and hedging policies; no pledging by Celis disclosed in Security Ownership.

Governance Assessment

• Strengths

  • Independent Equity Director with deep CPG and protein industry experience; financially literate for audit oversight.
  • Active participation on Audit and Compensation Committees; signatory to Audit Committee Report; member of Compensation Committee overseeing CD&A.
  • Clear director pay structure with modest equity and capped aggregate annual compensation; repricing prohibition in LTIP enhances shareholder alignment.
  • RSU vesting upon board departure creates long-term holding incentive during tenure.

• Controlled company and related-party context

  • PPC is a controlled company under Nasdaq with JBS owning >50% voting power; Compensation Committee lacks a charter under controlled company exemptions. This structure can constrain minority investor influence over nominations and compensation processes.
  • Material related-party transactions with JBS/JBS USA (FY2024: $206.482mm purchases; $33.333mm sales; cost allocations and tax-sharing arrangements) require rigorous independent oversight; Audit Committee of independent directors reviews and approves all Item 404 transactions. Celis’s Audit Committee role is relevant to monitoring conflicts.

• Attendance and executive sessions

  • Board met 8 times; committees 15; all incumbent directors ≥75% attendance. Executive sessions were held three times vs. generally four per year—slightly below typical cadence for 2024.

• Compliance and risk indicators

  • Section 16(a): One late Form 4 for Celis in FY2024 due to administrative delays reporting an RSU grant (same issue affected multiple directors).
  • Compensation risks: Company concluded compensation programs did not encourage excessive risk; no compensation committee interlocks in 2024.

• RED FLAGS

  • Controlled company governance: Reduced safeguards (e.g., Compensation Committee without charter) and JBS influence over nominations outside Equity Director category.
  • Significant related-party transactions with controlling shareholder’s affiliates necessitate robust independent review—ongoing oversight burden for the Audit Committee.
  • Late Section 16 filing (administrative) for RSU grant reporting—minor compliance blemish but noted.