Robert Helina
About Robert Helina
Independent director designation: Not listed as independent by FSI; Board identifies other directors as independent under NYSE American Section 803 . Age 59; director since October 2011; Bachelor of Arts from Trinity Western University; 25+ years in financial services with specialty in corporate finance and capital markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flexible Solutions International (FSI) | Director | Since Oct 2011 | Not a member of Audit or Compensation Committees; valued for corporate finance experience |
External Roles
No other public company directorships or external roles disclosed in the latest proxies and 10-K filings .
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not designated independent; independent directors named are Bientjes, Fyles, Seaman, Fynn |
| Committees | Audit: Bientjes, Seaman, Fynn; Compensation: Bientjes, Seaman, Fynn (Helina not listed) |
| Committee chair roles | Not disclosed for Helina; Audit head receives $4,000 additional (name not specified in proxy tables) |
| Board meeting attendance | 2022: 3 meetings, all directors attended ; 2023: 2 meetings, all directors attended ; 2024: 6 meetings, all directors attended |
| Nominating committee | None; Board (majority of independent directors) performs this function |
| Lead Independent Director | Not disclosed |
| Executive sessions | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual cash retainer ($) | $6,000 | $6,000 | $6,000 |
| Committee membership fees ($) | None disclosed for Helina | None disclosed for Helina | None disclosed for Helina |
| Committee chair fees ($) | Not applicable to Helina; Audit head receives $4,000 | ||
| Meeting fees ($) | None disclosed |
Performance Compensation
| Element | Terms |
|---|---|
| Performance metrics tied to director pay | None disclosed for directors; FSI director compensation is primarily fixed cash; equity is via option grants without stated performance conditions for directors |
| Equity award type | Stock options under Non-Qualified Stock Option Plan and Stock Incentive Plan (board/comp committee administers; vesting restrictions may apply) |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | None disclosed |
Expertise & Qualifications
- Corporate finance and capital markets specialty; 25+ years in financial services .
- Bachelor of Arts, Trinity Western University .
- Board notes his corporate finance experience as a reason for serving .
Equity Ownership
| Metric | 2023 (Oct 24) | 2024 (Dec 2) | 2025 (Sep 30) |
|---|---|---|---|
| Total beneficial ownership (shares) | 25,000 | 75,000 | 35,000 |
| Ownership % of shares outstanding | <1% | 0.6% | 0.3% |
| Options exercisable (count) | 25,000 (see terms below) | 75,000 (see terms below) | 70,000 (see terms below) |
Detailed options terms (latest and prior snapshots):
| Option Price ($) | Shares Issuable | Expiration | Source |
|---|---|---|---|
| 2.44 | 5,000 | Dec 31, 2025 | Principal shareholder table |
| 3.61 | 5,000 | Dec 31, 2026 | Principal shareholder table |
| 3.55 | 5,000 | Dec 31, 2027 | Principal shareholder table |
| 2.00 | 5,000 | Dec 31, 2028 | Director options terms |
| 2.00 | 50,000 | Jul 1, 2029 | Director options terms |
| 3.46 | 5,000 | Dec 31, 2023 | Principal shareholder/options table |
Note: The 2025 proxy contains an internal inconsistency—principal holder footnote lists 10,000 shares at $2.00 exp. July 1, 2029, while the director options table lists 50,000 shares at the same terms. Treat as a disclosure discrepancy and monitor for clarification .
Hedging/pledging
- Insider Trading Policy adopted (filed with 2023 10-K as Exhibit 19); no explicit hedging/pledging prohibitions disclosed in proxies reviewed .
- No pledging of FSI shares by Helina disclosed .
Insider Trades
| Date/Period | Type | Quantity | Price | Notes |
|---|---|---|---|---|
| 2022 | Option exercise | 5,000 | $1.42 | Recorded in proxy footnote |
| 2023-06-12 | Form 4 filed | — | — | SEC Form 4 filing reference (details not extracted here) |
Governance Assessment
- Committee assignments and effectiveness: Helina is not on Audit or Compensation, limiting direct influence over pay and financial reporting; committees are fully independent (Bientjes, Seaman, Fynn), which supports governance quality .
- Independence: Not designated independent; board’s independent cohort excludes Helina—flag for potential conflicts or affiliations (company does not explain rationale) .
- Attendance: Strong—Board reported full attendance by all directors in 2022–2024, indicating engagement .
- Director compensation alignment: Very low cash retainer ($6,000) with options outstanding; minimal guaranteed pay reduces pay inflation risk, but option grants introduce alignment with shareholders—no performance metrics disclosed for director awards (typical for small-cap boards), reducing explicit pay-for-performance linkage .
- Red flags:
- Independence gap: Helina not classified as independent; investors should assess relationships or roles that may drive this designation .
- Disclosure inconsistency: 2025 proxy shows 10,000 vs. 50,000 options expiring July 1, 2029 in different sections—monitor for correction before concluding on ownership/option leverage .
- Nomination process: No nominating committee; board self-selects directors—may constrain refreshment and external input .
- Positive signals:
- Full attendance and active audit/comp committee with independent members .
- Transparent listing of director compensation and option terms .
Appendices
Board Meetings and Committee Activity
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings held | 3 | 2 | 6 |
| Board attendance | All directors attended | All directors attended | All directors attended |
| Audit Committee meetings | 4 | 4 | 4 |
| Compensation Committee meetings | 2 | 1 | 1 |
Director Compensation Policy (Extract)
- Annual director cash compensation: $6,000; Audit Committee head receives additional $4,000 .
- Reimbursement of meeting expenses; no meeting fees disclosed .
- Equity plans: Non-Qualified Stock Option Plan (2014) and Stock Incentive Plan (2022) administered by Compensation Committee/Board .