Ben Seaman

About Ben Seaman

Ben Seaman (age 45) is an independent director of Flexible Solutions International (FSI) and has served on the Board since October 2016. He is CEO of Eartheasy.com Sustainable Living Ltd (since 2007), with prior experience in sales and investor relations at FSI, and holds a B.Sc. from the University of Victoria (2004). His background emphasizes new product launches, marketing, distribution, and e-commerce in the U.S. and Canada; his company has contributed over $1M to clean water projects in Kenya and received the Stockholm Challenge Award and Outdoor Industry Inspiration Award in 2016.

Past Roles

External Roles

Board Governance

• Independence: Classified as independent under NYSE American Section 803; independent cohort includes John Bientjes, Dr. Thomas Fyles, Ben Seaman, and David Fynn.
• Committee memberships: Compensation Committee (members: Bientjes, Seaman, Fynn) and Audit Committee (members: Bientjes, Seaman, Fynn).
• Committee leadership: Audit Committee head receives an additional $4,000; director compensation data shows Bientjes received $10,000 cash vs $6,000 for others, consistent with chair premium (chair not explicitly named in text).
• Meetings and attendance (2024): Board met six times; all directors attended; Compensation Committee met once (all members attended); Audit Committee met four times (all members attended).
• Board structure and nominations: No nominating committee; independent directors select nominees; CEO is not Chair; directors each have one vote; majority attended the 2024 annual shareholders’ meeting (no attendance policy).

Fixed Compensation

Notes: Directors are reimbursed for meeting expenses; Daniel O’Brien was not compensated for serving as a director.

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• E-commerce, marketing, distribution across U.S. and Canada; product launch capability.
• Triple bottom line orientation (social, environmental, financial performance).
• Recognized by Stockholm Challenge Award and Outdoor Industry Inspiration Award (2016).
• University of Victoria B.Sc. (2004).
• Independence under NYSE American 803.

Equity Ownership

Shares outstanding reference: 12,680,532 shares as of Sept 30, 2025 (record date).

Governance Assessment

• Strengths:

  • Independent director serving on both Audit and Compensation Committees, indicating broad governance engagement.
  • Full attendance at Board and committee meetings in 2024; signals commitment.
  • Relevant operating experience in e-commerce and distribution could support oversight of strategy and marketing channels.

• Concerns/RED FLAGS:

  • Zero share ownership and no equity-based director compensation reduce alignment with shareholders.
  • No nominating committee; potential for insular director selection processes on a small board.
  • Compensation Committee met only once in 2024; may limit depth of pay oversight despite stated targeting of median peers and exclusive reliance on stock options for executives.
  • Company depends on major customers and has material uncertain tax positions; while not tied to Seaman, these enterprise risks heighten the need for robust Audit Committee oversight.

• Policy safeguards:

  • Insider Trading Policy prohibits hedging and pledging; reduces misalignment risks from derivatives or collateralization.

Committee Work Signals

• Compensation Committee: Member; committee determines CEO total compensation and targets approximate median of comparable companies; long-term incentives are stock options at FMV; one meeting in 2024 with full attendance.
• Audit Committee: Member; four meetings in 2024 with full attendance; responsibilities include auditor selection, financial statement review, monitoring reporting process and internal controls; charter available on company website.

Director Compensation Mix

• Cash-heavy and minimalist ($6,000 annual retainer; no equity for Seaman), which limits long-term alignment; audit chair supplements are paid to chair only.
• No meeting fees and no disclosed equity grants/DSUs for directors.

Attendance & Engagement

• 2024: Board met six times; all directors attended; Audit met four times; Compensation met once; all attended.
• Annual shareholder meeting attendance: Majority attended; no formal policy.

Potential Conflicts or Related-Party Exposure

• No related-party transactions disclosed involving Ben Seaman.
• External role (Eartheasy CEO) is not disclosed as a customer/supplier or counterparty to FSI; no interlocks or transactions reported.

Say-on-Pay & Shareholder Feedback

• Annual advisory vote on executive compensation held; board commits to consider significant opposition; frequency recommendation: one year. (No historical vote results disclosed.)

Compensation Committee Analysis

• Composition: Bientjes, Seaman, Fynn; all independent.
• Consultant usage: Not disclosed; policy cites benchmarking to median of comparable companies; executive options granted at FMV, vesting may apply, and current holdings not considered when granting.
• CEO excluded from deliberations on his compensation.

Insider Options Snapshot (Directors)

Summary Implications for Board Effectiveness and Investor Confidence

• Seaman’s independence, dual committee service, and consistent attendance support board effectiveness.
• Lack of equity ownership and absence of director equity grants create an alignment gap; investors may view stronger ownership requirements as a positive enhancement.
• Given company-specific risks (customer concentration, uncertain tax positions), sustained diligence on Audit and Compensation oversight remains critical; Seaman’s engagement on both committees is a positive, but committee cadence (one Compensation meeting) warrants monitoring.