David Fynn
About David Fynn
David Fynn (age 68) has served as an independent director of Flexible Solutions International since October 2016. He is a Canadian Chartered Professional Accountant with prior senior manager roles at KPMG (Canada) and Ernst & Young (UK and Saudi Arabia), and has led his own accounting firm, D.A. Fynn & Associates Inc., since 1996 . The biography emphasizes his accounting expertise and cross-border experience in mining and commodities, aligning with board financial oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D.A. Fynn & Associates Inc. | Principal | Since 1996 | Accounting leadership; broad sector exposure |
| KPMG (Canada) | Senior Manager | Not disclosed | Professional audit/assurance experience |
| Ernst & Young (UK & Saudi Arabia) | Senior Manager | Not disclosed | International audit/assurance experience |
| Flexible Solutions International | Director | Since Oct 2016 | Independent director contributing accounting expertise |
External Roles
No other public company directorships or committee roles are disclosed for David Fynn in the latest or prior proxies .
Board Governance
- Independence: The board identifies Fynn as an independent director under NYSE American Section 803 .
- Committee memberships: Serves on the Audit Committee and Compensation Committee; both committees are comprised entirely of independent directors .
- Attendance: In 2024, the board met six times and all directors attended; Audit Committee met four times with full attendance; Compensation Committee met once with full attendance .
- Board structure: The CEO is not the Board Chair; the board states it does not have a distinct “leadership structure,” and the full board (given its small size) performs nominating functions without a separate nominating committee .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual director retainer (cash) | $6,000 | $6,000 |
| Committee chair cash premium (Audit Committee head) | $4,000 policy (paid to chair; identifies differential but not the name in policy text) | $4,000 policy (paid to chair; identifies differential but not the name in policy text) |
| Meeting fees (cash) | Not disclosed; directors reimbursed for expenses | Not disclosed; directors reimbursed for expenses |
Note: In 2024, John H. Bientjes received $10,000 cash versus $6,000 for other directors, consistent with the stated $4,000 Audit Committee chair premium .
Performance Compensation
| Component | FY 2023 | FY 2024 | Performance Metrics/Conditions |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | — (none) | — (none) | None disclosed for directors |
| Option awards | — (none for Fynn) | — (none for Fynn) | Director equity not performance-conditioned; company LTIs are options at FMV, but Fynn shows no director option awards |
- The company’s long-term incentive design for executives uses stock options at fair market value, with potential vesting restrictions; these policies are described for officers, not for non-employee directors and show no director RSU/PSU programs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No interlocks disclosed |
Expertise & Qualifications
- Chartered Professional Accountant; extensive audit and financial management background across Canada, UK, and Saudi Arabia .
- The Audit Committee notes members (including Fynn) have strong financial backgrounds; the company provides standard audit oversight narratives and independence affirmations for the external auditor .
- The board biography highlights his accounting practice servicing mining and commodities sectors, indicating relevant industry financial exposure .
Equity Ownership
| As-of Date | Beneficial Shares | % Outstanding | Options Held |
|---|---|---|---|
| Sep 30, 2025 | 0 | 0.0% | None disclosed for Fynn; director option terms shown for others only |
| Dec 2, 2024 | 0 | 0.0% | None disclosed for Fynn; director option terms shown for others only |
The principal shareholders tables show zero beneficial ownership for David Fynn in both 2025 and 2024, including exercisable options; director option schedules list awards for Robert Helina and Daniel O’Brien but not for Fynn .
Governance Assessment
- Board effectiveness and engagement: Full attendance at board and key committees in 2024 supports active oversight and engagement; Fynn participates in both Audit and Compensation Committees composed entirely of independent directors .
- Alignment and incentives: Fynn’s director pay is entirely cash-based ($6,000), with no equity awards disclosed; combined with zero beneficial ownership, this raises potential alignment concerns for investors focused on director “skin in the game” .
- Committee competency: The Audit Committee emphasizes independence and robust communication with the external auditor; Fynn’s CPA background contributes to financial oversight capacity .
- Structural considerations: The absence of a separate nominating committee and the board’s stated lack of a formal leadership structure may be viewed as a governance weakness by some investors, though mitigated by small-company context and independence across committees .
RED FLAGS
- Zero share ownership by an independent director (alignment risk for pay-for-performance governance frameworks) .
- No director equity grants for Fynn (no RSUs/PSUs or options), limiting equity-based alignment signals .
- No separate nominating committee and no formal leadership structure (small-board context, but potential governance robustness concern) .