John Bientjes
About John H. Bientjes
Independent director of Flexible Solutions International since 2000; age 72. Former manager of the Commercial Aquatic Supplies Division at D.B. Perks & Associates (1984–2018), now retired. Education: BA in Economics and Commerce, Simon Fraser University (1976). Biography emphasizes long-standing relationship with FSI and sector familiarity in municipal/commercial aquatic supplies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D.B. Perks & Associates, Ltd. (Vancouver, BC) | Manager, Commercial Aquatic Supplies Division | 1984–2018 | Supplier to municipal/commercial pools; relevant domain expertise |
External Roles
| Category | Role/Company | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed in FSI proxy biography | — | Proxy bios list no other public directorships |
| Private/non-profit/academic boards | Not disclosed | — | No references in proxy materials |
Board Governance
- Independence: Identified as an independent director under NYSE American Section 803 .
- Committee assignments:
- Audit Committee member (with Ben Seaman, David Fynn); Audit met 4 times in FY2024; all members attended .
- Compensation Committee member (with Ben Seaman, David Fynn); met once in FY2024; all members attended .
- Audit Committee chair signal: Directors receive $6,000 annually, plus an additional $4,000 paid to the head of the Audit Committee; Bientjes received $10,000 cash in 2023 and 2024, indicating he serves as the Audit Committee head/chair .
- Code of Ethics contact: Violations directed to the Audit Committee c/o John Bientjes at his address, reinforcing his leadership role on Audit .
- Board structure and leadership: No formal “leadership structure”; CEO is not Board Chair; nominating handled by full board, not a separate committee .
- Board attendance:
- FY2023: Board met 2 times; all directors attended .
- FY2024: Board met 6 times; all directors attended .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 2 | 6 |
| Board attendance | All directors attended | All directors attended |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 1 | 1 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer | $6,000 (policy) | $6,000 (policy) |
| Audit Committee chair cash fee | $4,000 (policy) | $4,000 (policy) |
| John H. Bientjes – Paid in Cash | $10,000 | $10,000 |
| Stock awards | — (none shown) | — (none shown) |
| Option awards | — (none shown) | — (none shown) |
Notes: Director compensation disclosed as annual cash payments with an additional Audit Committee head fee; no stock or option awards shown for Bientjes in the director compensation tables .
Performance Compensation
| Metric/Structure | 2023 | 2024 |
|---|---|---|
| Performance-based director pay (RSUs/PSUs/options) | None disclosed; director table shows no stock/option awards for Bientjes | None disclosed; director table shows no stock/option awards for Bientjes |
| Performance metrics tied to director pay (TSR, EBITDA, ESG) | Not disclosed | Not disclosed |
| Vesting schedules for director equity | Not applicable (no director equity disclosed for Bientjes) |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation committee interlocks | None in FY2024 (no director served as an executive officer of another entity with cross-committee ties) |
| Other shared directorships (competitors/suppliers/customers) | Not disclosed in proxy materials |
Expertise & Qualifications
- Economics and Commerce degree (BA, Simon Fraser University, 1976) .
- 34 years managing commercial aquatic supplies (municipal pools) prior to retirement; domain expertise relevant to FSI’s pool-related products .
- Board rationale: Company cites his long-standing relationship as beneficial to shareholders .
Equity Ownership
| Metric | 2024 (as of Dec 2, 2024) | 2025 (as of Sep 30, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 0 | 0 |
| % of shares outstanding | 0% | 0% |
| Options held | None listed for Bientjes (director options table shows Helina/O’Brien) | None listed for Bientjes (director options table shows Helina/O’Brien) |
| Pledged shares | Not disclosed | |
| Ownership guidelines (director) | Not disclosed |
Insider Trades
- Past 5 years: No Form 4 transactions recorded for Bientjes, per GuruFocus tracker .
- Historic filings: Form 4 filed for Bientjes in 2004 .
- Older activity: Benzinga lists historical transactions (e.g., 2016 sale; 2007) .
Note: Third-party trackers indicate no recent activity; verify against SEC EDGAR for any updates.
Governance Assessment
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Strengths:
- Independent director with relevant industry experience; on both Audit and Compensation Committees; full attendance in FY2024 committee and board meetings .
- CEO is not Board Chair; separation of roles; formal Audit Committee charter exists and is posted on company website .
- Code of Ethics routing to Audit Committee c/o Bientjes suggests active oversight .
-
Concerns and potential red flags:
- Ownership alignment: Bientjes reports 0 shares owned and no director equity awards, which weakens “skin-in-the-game” alignment relative to typical governance best practices .
- Nominating process: No nominating committee; the board as a whole handles nominations, which can dilute accountability and independent oversight for director selection .
- CEO participation in compensation formulation: Total CEO compensation is “formulated and evaluated by its Chief Executive Officer” before submission to the Compensation Committee—unusual process that may signal weaker checks on executive pay design .
- No disclosure of director stock ownership guidelines or compliance status; no stated policy on director equity or pledging; information gaps reduce investor visibility .
-
Signals:
- Audit Committee chair indication (chair fee and Audit Committee contact c/o Bientjes) points to central role in financial oversight; committee met four times with full attendance in FY2024—positive for audit effectiveness .
- Director compensation structure is entirely cash for Bientjes; absence of equity could be viewed as conservative cost control but reduces direct alignment with shareholder returns .