Fernando Victor Lara Celis
About Fernando Victor Lara Celis
Fernando Victor Lara Celis, 59, is an independent director of Transcontinental Realty Investors, Inc. (TCI) since October 11, 2023, and currently serves as Chair of the Compensation Committee, and as a member of the Audit and Governance & Nominating Committees . He is an entrepreneur with operating expertise in multi-unit restaurants and real estate project management in Mexico; the Board affirmed his independence in March 2025 under its Corporate Governance Guidelines and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mexico State Superior Control Authority (Veracruz, Mexico) | General Auditor and/or Information Manager | Prior to March 2006 and for more than five years | Government audit/controls experience |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| FYA Project, LLC (Schlotzsky’s franchisee) | General Manager & President | Since March 2006 | Operates seven locations in North Dallas; led commissary bakery and marketing collaboration across DFW franchisees |
| UDF de Mexico S. de R.L. de C.V. | General Manager & President | Since April 2009 | Manages Loma Bonita and La Laguna real estate projects in Tampico, Mexico for Liberty Bankers Life Insurance Company |
| American Realty Investors, Inc. (ARL) | Director | Elected Oct 11, 2023 | Cross-director within affiliated group |
| Income Opportunity Realty Investors, Inc. (IOR) | Director | Elected Oct 11, 2023 | Cross-director; TCI owns >84% of IOR |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Member; met 5 times in 2024
- Compensation Committee: Chair; met 2 times in 2024
- Governance & Nominating Committee: Member; met 2 times in 2024
- Independence: Board affirmed Lara Celis as independent in March 2025 .
- Board activity and engagement:
- Board met 5 times in fiscal 2024; no incumbent director attended fewer than 75% of Board/Committee meetings; independent directors held 4 executive sessions .
- Presiding (Lead Independent) Director: Ted R. Munselle designated for the period through the 2024 meeting cycle .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Chair | 2 |
| Governance & Nominating | Member | 2 |
| Board Activity (2024) | Value |
|---|---|
| Board meetings | 5 |
| Exec sessions of independent directors | 4 |
| Attendance threshold | No director <75% |
Fixed Compensation
- Director fee structure (nonemployee directors):
- Annual retainer: $12,000 (reduced from $30,000 prior to Jan 4, 2010)
- Audit Committee Chair fee: $500 annually
- Special services fee: $1,000 per day for work outside ordinary director duties; expenses reimbursed
- 2024 actual for Lara Celis: Total director fees received of $12,000
| Year | Component | Amount |
|---|---|---|
| 2024 | Total director fees received (Lara Celis) | $12,000 |
Performance Compensation
- Equity grants (RSUs/PSUs/options): None disclosed for directors; the “Directors’ Compensation” section lists only cash retainers/fees and reimbursements .
- Performance metrics tied to director pay: Not applicable; no equity or performance-based director compensation disclosed .
- Company policy context: TCI has no employees and pays no executive officer compensation; only remuneration paid by TCI is to directors who are not officers/directors of its advisor (Pillar) .
| Category | Detail |
|---|---|
| Equity awards | None disclosed for directors |
| Option awards | None disclosed |
| Performance metrics for director pay | Not applicable |
| Clawbacks / guidelines related to director pay | Not disclosed in proxy |
Other Directorships & Interlocks
TCI is part of a closely affiliated group involving ARL, IOR, and Pillar. These structural ties create interlocks and related-party exposure that investors should monitor.
| Company | Role | First Elected | Relationship / Interlock |
|---|---|---|---|
| American Realty Investors, Inc. (ARL) | Director | Oct 11, 2023 | ARL (directly and via TRAC) owned ~78.38% of TCI as of Oct 29, 2025; all TCI directors are also ARL directors |
| Income Opportunity Realty Investors, Inc. (IOR) | Director | Oct 11, 2023 | TCI owns over 84% of IOR’s outstanding common stock |
Additional concentration: Entities deemed related parties held ~86.44% of TCI’s outstanding shares as of the record date and indicated intent to vote in favor of management proposals .
Expertise & Qualifications
- Entrepreneurial operator of multi-unit restaurant franchises; led regional commissary and marketing initiatives across DFW franchisees (execution/operations emphasis) .
- Cross-border real estate project management experience in Mexico (UDF de Mexico) .
- Not designated as the Board’s “audit committee financial expert” (that role is held by Munselle) .
- U.S. citizen, born in Mexico; governance experience across TCI, ARL, and IOR boards .
Equity Ownership
- Individual beneficial ownership: The management ownership table shows “—%” for each named director including Lara Celis; directors of ARL may be deemed beneficial owners of ARL/TRAC-held TCI shares under Rule 13d-3 but disclaim beneficial ownership .
- Section 16(a) compliance: All directors and officers satisfied filing requirements through the record date for fiscal 2024 .
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Fernando Victor Lara Celis | — | —% | Directors of ARL may be deemed beneficial owners of ARL/TRAC holdings in TCI under Rule 13d-3; each disclaims such beneficial ownership |
Governance Assessment
Strengths
- Independent director; affirmed independent in March 2025 .
- Chair of Compensation Committee and member of Audit and Governance & Nominating, indicating broad committee engagement; committees met during 2024 (Audit 5x; Comp 2x; Gov/Nom 2x) .
- Board-level engagement: 5 board meetings; no incumbent under 75% attendance; 4 executive sessions enhance independent oversight .
- Presiding Director role established (Munselle) to run executive sessions, supporting board independence processes .
Risks and RED FLAGS
- Controlled company dynamics: Related parties held ~86.44% of outstanding shares as of Oct 29, 2025; ARL held ~78.38% (including TRAC) .
- Heavy related-party exposure: TCI is externally advised by Pillar (affiliates manage property and brokerage); 2024 payments included $8.1m advisory fees, $3.7m reimbursements, $2.9m development fees to Pillar; $0.3m to Regis; TCI also had a $62.8m receivable from Pillar at 12/31/2024 .
- Interlocks across ARL/IOR: All TCI directors also serve on ARL’s board; TCI owns >84% of IOR; overlapping governance may present conflicts in transactions and capital allocation .
- Cash-only director compensation (no disclosed equity grants) may limit ownership alignment; no director stock ownership guidelines are disclosed in the proxy beyond general governance references .
- While Articles impose independent director approval for related-party transactions, sustained reliance on affiliates and complex cash/advisory agreements elevate conflict risk requiring vigilant committee oversight .
Implications for investors
- Expect minority-holder influence to be limited given ownership concentration; monitor independent committee rigor, especially Compensation (chaired by Lara Celis) and Audit, in reviewing advisor fees, receivables, and related-party deals .
- Lack of director equity pay reduces skin-in-the-game signals; evaluate governance outcomes (e.g., fee trends, receivable collection, asset allocations) as proxies for board effectiveness .