Daniel O’Brien
About Daniel O’Brien
Daniel B. O’Brien is President, CEO, and Principal Financial and Accounting Officer of Flexible Solutions International (FSI) and has served as director since June 1998. He is 69 years old as of the 2025 proxy and founded the company’s subsidiary Flexible Solutions Ltd. in 1990 after a prior career as a teacher at Brentwood College overseeing outdoor education (1990–1998), indicating deep domain experience in the swimming pool and water-treatment industry . Performance disclosures show 2024 CEO Compensation Actually Paid (CAP) of $1,444,000 alongside a reported Total Shareholder Return (TSR) value of $119.40 and net income of $3,038,529; 2023 CAP was $125,368 with TSR $62.70 and net income $2,775,864 . O’Brien beneficially owns 4,430,156 shares (34.4% of outstanding), reinforcing strong alignment through significant insider ownership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flexible Solutions Ltd. | Founder | 1990–1998 | Established core business in swimming pool industry; foundation for FSI growth |
| Brentwood College | Teacher, Outdoor Education | 1990–1998 | Leadership and operational discipline; non-traditional path to CEO role |
External Roles
| Organization | Role | Date/Years | Strategic/Interlock Notes |
|---|---|---|---|
| InnFlex Holdings, Inc. | President (signature on agreement) | Aug 9, 2024 | Signed as “InnFlex Holdings, Inc. — Daniel O’Brien, President” on agreement filed via FSI 8-K; potential network/related-party vector to monitor |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Actual Bonus (USD) | Notes |
|---|---|---|---|---|
| 2024 | $600,000 | — | — | Salary set to flat $600k effective fall 2023 upon relocation to Grand Cayman; annual increases aligned with employee rate |
| 2023 | $785,368 | — | — | Historical policy had salary at twice highest-paid employee less $100k; later reset to flat $600k from fall 2023 |
- Director fees: O’Brien was not compensated for serving as a director in 2024 and 2023 .
Performance Compensation
- Program structure: Long-term incentives consist exclusively of stock options at fair market value on grant date; vesting may apply to encourage retention, with size/timing determined subjectively by performance, competitive practice, and prior grants .
- Option grant/cancellation history: Options granted to O’Brien in 2022 were cancelled in 2023 (reflected as negative options award value in SCT) .
- Outstanding CEO options: Disclosures show two counts for O’Brien’s outstanding director options on 9/30/2025 — 160,000 options (exercise price $2.00, expiring 12/31/2028) and a separate table listing 400,000 options (exercise price $2.00, expiring 12/31/2028); this inconsistency warrants clarification with the company .
| Year | Metric | Weighting | Target | Actual | Payout | Vesting / Key Terms |
|---|---|---|---|---|---|---|
| 2024 | Stock price/TSR linkage via options | Not disclosed | Not disclosed | TSR value $119.40; Net Income $3,038,529 | CEO options award fair value $316,000 | Specific vesting schedules not disclosed; O’Brien options listed expiring 12/31/2028 |
| 2023 | Stock price/TSR linkage via options | Not disclosed | Not disclosed | TSR value $62.70; Net Income $2,775,864 | Prior 2022 CEO option awards cancelled in 2023; SCT shows $(660,000) | Specific vesting schedules not disclosed |
Pay Versus Performance summary (company-reported):
| Metric | 2023 | 2024 |
|---|---|---|
| CEO CAP (USD) | $125,368 | $1,444,000 |
| TSR (base $100 as of 12/31/2022) | $62.70 | $119.40 |
| Net Income (USD) | $2,775,864 | $3,038,529 |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | Ownership % | Options Exercisable | Notes |
|---|---|---|---|---|
| Sep 30, 2025 | 4,430,156 | 34.4% | 160,000 @ $2.00 exp 12/31/2028 (principal holders table) ; also separately disclosed as 400,000 @ $2.00 exp 12/31/2028 (director options table) | Filing shows two counts for CEO options; confirm with company |
| Dec 2, 2024 | 4,270,156 | 34.3% | “Shares issuable upon exercise” lists director options; O’Brien shown 400,000 @ $2.00 exp 12/31/2028 | Year-over-year increase in beneficial holdings |
- Hedging/pledging: Company policy prohibits hedging, short sales, derivative transactions, trading on margin, and pledging company stock; trading requires pre-clearance within defined trading windows and cooling-off periods for 10b5-1 plans .
- Option exercises: No options were exercised by executive officers in FY 2024 .
- Ownership guidelines: No executive or director stock ownership multiple guidelines disclosed .
Employment Terms
| Item | Disclosure |
|---|---|
| Role(s) | President, Chief Executive Officer, and Principal Financial and Accounting Officer |
| Start date | CEO and director since June 1998 |
| Contract term, severance, and change-of-control | Not disclosed in proxy/10-K reviewed; no severance multiples or change-of-control triggers disclosed |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Clawbacks | Not disclosed; code of ethics and insider trading policies addressed but no compensation clawback terms found |
| Trading windows and 10b5-1 | Trading window policy and 10b5-1 cooling-off periods enforced; pre-clearance required |
Board Governance and Director Compensation
- Board service: O’Brien is a director since 1998; CEO is not Chairman; Board met six times in 2024 with all directors attending; board has no formal “leadership structure” or separate nominating committee (function performed by full board) . Independent directors include John Bientjes, Thomas Fyles, Ben Seaman, and David Fynn per NYSE American Section 803 .
- Committees: Compensation Committee and Audit Committee each consist of Bientjes, Seaman, and Fynn (all independent) .
- Director compensation: Directors received $6,000 cash (Audit Chair additional $4,000; Bientjes $10,000); O’Brien received no director compensation in 2024 and 2023 .
Compensation Structure Analysis
| Year | Base Salary (USD) | Options Awards (USD) | Total Compensation (USD) | Notes |
|---|---|---|---|---|
| 2022 | $769,293 | $660,000 | $1,429,293 | Traditional cash+options mix; options later cancelled in 2023 |
| 2023 | $785,368 | $(660,000) (cancellation) | $125,368 | Cancellation reflects modification of 2022 grant; no RSUs/PSUs disclosed |
| 2024 | $600,000 | $316,000 | $916,000 | Reset salary; re-engagement with options grants at fair value |
- Policy target: Company targets median compensation vs comparable companies; long-term incentives solely stock options; current option holdings not considered when granting options .
- RSU/PSU: None disclosed; equity mix appears option-centric, increasing reliance on stock price outcomes vs multi-metric PSUs .
Related Party / Interlock Considerations
- 8-K shows Daniel O’Brien signed an agreement as President of InnFlex Holdings, Inc. on Aug 9, 2024. While context may be transactional, this signature suggests a potential external corporate role; assess for any ongoing business ties between InnFlex and FSI to determine related party risks or information flow interlocks .
Risk Indicators & Red Flags
- Dual role concentration: O’Brien serves as CEO and Principal Financial and Accounting Officer, increasing key-person and control risk over financial reporting; SOX 302 certifications filed under his name in 2025 and the SCT labels his role as “President, Chief Executive Financial and Accounting Officer” .
- Hedging/pledging prohibited: Mitigates misalignment risk; nonetheless monitor any exceptions or potential waivers .
- Option award cancellation (2022→2023): While not a “repricing,” changes to equity awards are noteworthy; investigate rationale and shareholder communication .
- Say-on-pay results: Annual advisory votes are conducted; specific outcomes not disclosed in the filings reviewed .
Equity Award Detail (Outstanding Options Disclosures)
| As-of Date | Holder | Exercise Price | Shares Issuable Upon Exercise | Expiration |
|---|---|---|---|---|
| Sep 30, 2025 | Daniel B. O’Brien | $2.00 | 160,000 | 12/31/2028 |
| Sep 30, 2025 | Daniel B. O’Brien | $2.00 | 400,000 | 12/31/2028 |
Note: The 2025 proxy shows two different CEO option counts (160k vs 400k) on the same date; reconciliation is needed with the company .
Investment Implications
- Alignment: Very high insider ownership (34.4%) and prohibition on hedging/pledging support long-term alignment; no option exercises in 2024 suggests limited near-term selling pressure .
- Governance: CEO also functions as Principal Financial and Accounting Officer, elevating execution and reporting key-person risk; strong independent committee structure partially offsets but increases importance of audit-quality oversight .
- Incentive design: Pure options-based LTI ties pay to stock performance but lacks disclosed multi-factor PSU metrics (EBITDA, revenue, TSR hurdles); investors should monitor equity award practices (e.g., the 2022 option cancellation) and any changes in the option pool amendments for dilution risk .
- Data quality checks: Inconsistent disclosure of CEO option counts (160k vs 400k) requires clarification; verify Form 4 activity and updated award agreements to refine views on vesting and overhang. Prospective traders should treat this as a diligence item before positioning around insider flows .