Thomas Fyles
About Thomas Fyles
Independent director since 2012; age 73 as of the 2025 proxy. Ph.D. in Chemistry (York University, 1977) and B.Sc. (University of Victoria, 1974). Career academic at University of Victoria: Professor (1992), Department Chair (2001–2006; 2008), and Professor Emeritus upon retirement in 2017, with research spanning analytical, synthetic, and physical chemistry focused on sensors, membranes, and water treatment processes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Victoria (Chemistry Dept.) | Professor; Department Chair; Professor Emeritus | Professor (1992–2017); Chair (2001–2006; 2008); Emeritus (2017– ) | Research in sensors, membranes, water treatment; senior academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Victoria | Professor Emeritus | 2017– | Academic role; no public company directorships disclosed |
Board Governance
- Independence: Identified as an independent director under NYSE American Section 803 .
- Board structure: No “leadership structure”; CEO is not Chairman; resolutions introduced/voted equally among directors .
- Committees: Current Audit and Compensation Committees comprised of John Bientjes, Ben Seaman, and David Fynn; Fyles is not listed as a member or chair of these committees .
- Nominating: No nominating committee; board as a whole performs this function .
- Attendance: Board met 6 times in 2024 with all directors attending; 2 times in 2023 with all directors attending; Audit Committee met 4 times in both 2024 and 2023 with all members attending (Fyles not a member) .
- Annual meeting attendance policy: None; majority attended the last annual meeting (Dec 30, 2024) .
Fixed Compensation
Director cash retainers are modest and primarily fixed; no equity retainer disclosed for Fyles. Head of Audit Committee receives an extra $4,000; in 2024 John H. Bientjes received $10,000, implying chair role. Fyles received cash only.
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (Director) | $6,000 | $6,000 |
| Committee chair fee (Audit Chair premium) | Not applicable to Fyles; $4,000 program in place | Not applicable to Fyles; $4,000 program in place |
| Stock awards | None disclosed for Fyles | None disclosed for Fyles |
| Option awards | None disclosed for Fyles | None disclosed for Fyles |
Performance Compensation
No performance-based director compensation disclosed for Fyles (no RSUs/PSUs, performance options, or cash performance fees).
| Performance Component | Disclosure |
|---|---|
| Equity with performance metrics (RSUs/PSUs) | None for Fyles; director comp shows cash only |
| Option awards with performance vesting | None for Fyles; director comp shows cash only |
| Cash performance/meeting fees | None disclosed beyond flat retainer; majority structure is flat cash |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Fyles .
- Interlocks/committee roles at other companies: None disclosed .
Expertise & Qualifications
- Scientific expertise cited by the company as rationale for board service .
- Deep experience in chemistry relevant to FSI’s products (water treatment, sensors, membranes), aligning with EWCP/TPA domains .
Equity Ownership
- Beneficial ownership: 20,000 shares (as of Sept 30, 2025 proxy), shown as 0.1% in proxy; March 31, 2025 10-K shows 20,000 shares at 0.2%—differences reflect timing/outstanding shares .
- Options: No director options listed for Fyles (only Helina and O’Brien shown) .
- Shares outstanding: 12,680,532 as of Sept 30, 2025; ownership aligns with disclosed percentage .
| As-of Date | Shares Owned | % of Outstanding | Options (Exercisable) |
|---|---|---|---|
| Mar 31, 2025 (10-K) | 20,000 | 0.2% | 0 |
| Sept 30, 2025 (Proxy) | 20,000 | 0.1% | 0 |
Governance Assessment
- Independence and tenure: Fyles is independent and has over a decade of board service, bringing domain scientific expertise—a positive for product-oriented oversight .
- Committee engagement: Not serving on Audit or Compensation Committees limits direct influence over financial reporting and pay governance; oversight is concentrated among three other independent directors .
- Attendance: Full board attendance in 2024 and 2023 supports engagement; no specific concerns on meeting participation .
- Alignment: Modest cash-only director compensation and small personal stake (20,000 shares) may indicate limited pay-for-performance alignment versus typical equity retainer structures; FSI does not disclose director ownership guidelines .
- Conflicts/related-party exposure: 10-K Item 13 states “Not applicable,” indicating no disclosed related transactions involving directors; company-level related-party dynamics exist (e.g., equity-method Florida LLC with ongoing sales), but no link to Fyles is disclosed .
- Say-on-pay cadence: Annual advisory vote recommended at one-year frequency; CEO’s total proposed compensation is formulated by the CEO and submitted to the Compensation Committee—an atypical process that merits scrutiny from investors .
RED FLAGS
- No nominating committee; board handles nominations directly, which can reduce formal independence of director selection processes in small-cap structures .
- CEO proposes his own compensation structure to the Compensation Committee—requires vigilant independent oversight to avoid conflicts .
- Absence of performance-based equity for directors (cash-only) may dampen long-term alignment with shareholder outcomes, though Fyles does hold a personal share stake .
Notes
- Insider Trading Policy is adopted and referenced (Exhibit 19 to 2023 10-K), but specific hedging/pledging prohibitions for directors are not detailed in the proxy excerpts; no pledging by Fyles is disclosed .
- Audit committee charter available on company website; Audit Committee met four times in 2024 with full attendance .