FSI's CEO Pay Soars to $916K Amidst Rising Net Income, Shareholder Meeting Set

TL;DR

**FSI's CEO is getting paid, and the stock is up, so vote 'yes' on everything and ride the wave.**

AI Summary

Flexible Solutions International Inc. (FSI) is holding its annual shareholder meeting on November 20, 2025, to elect directors, approve executive compensation on an advisory basis, determine the frequency of future compensation votes, and ratify Assure CPA, LLC as its independent auditor for fiscal year 2025. As of September 30, 2025, there were 12,680,532 outstanding shares of common stock. CEO Daniel B. O'Brien's total compensation significantly increased from $125,368 in 2023 to $916,000 in 2024, primarily due to a $316,000 option award in 2024, despite his base salary being reduced to $600,000 from $785,368 in 2023. The company's net income also saw a positive trend, rising from $2,775,864 in 2023 to $3,038,529 in 2024, a 9.4% increase. Total Shareholder Return (TSR) also increased substantially from $62.70 in 2023 to $119.40 in 2024. The company issued 1,081,000 options under its Stock Incentive Plan in 2024, a significant increase from zero in 2023, and 80,000 options under its Non-Qualified Stock Option Plan in 2024, up from 8,000 in 2023.

Why It Matters

This DEF 14A filing provides crucial insights into FSI's corporate governance and executive compensation, directly impacting investor confidence and shareholder value. The substantial increase in CEO Daniel B. O'Brien's compensation to $916,000 in 2024, alongside a 9.4% rise in net income to $3,038,529, suggests a link between executive incentives and financial performance. For employees, the advisory vote on executive compensation could signal future compensation philosophies, while customers and the broader market will observe how FSI's governance structure supports its strategic direction in a competitive landscape.

Risk Assessment

Risk Level: low — The risk level is low given the company's consistent net income growth from $2,775,864 in 2023 to $3,038,529 in 2024, and a significant increase in Total Shareholder Return from $62.70 to $119.40 over the same period. The board also appears stable with long-standing directors and a clear Code of Ethics.

Analyst Insight

Investors should vote in favor of the proposed directors and executive compensation, given the positive financial performance and strong TSR. The increased option grants suggest a commitment to long-term incentives, which could further align management and shareholder interests.

Executive Compensation

Key Numbers

• $916,000 — CEO Daniel B. O'Brien's Total Compensation (Increased from $125,368 in 2023, largely due to a $316,000 option award in 2024.)
• $3,038,529 — Net Income (Increased by 9.4% from $2,775,864 in 2023 to $3,038,529 in 2024.)
• $119.40 — Total Shareholder Return (TSR) (Increased from $62.70 in 2023 to $119.40 in 2024, reflecting strong stock performance.)
• 12,680,532 — Outstanding Shares of Common Stock (As of September 30, 2025, determining voting power for the annual meeting.)
• 4,430,156 — Shares owned by Daniel B. O'Brien (Represents 34.4% of the company's common stock as of September 30, 2025.)
• 1,081,000 — Options issued under Stock Incentive Plan (Issued in fiscal year 2024, a significant increase from NIL in 2023.)
• 80,000 — Options issued under Non-Qualified Stock Option Plan (Issued in fiscal year 2024, up from 8,000 in 2023.)
• $600,000 — Daniel B. O'Brien's Annual Salary (Reduced from $785,368 in 2023, effective fall 2023, at his request.)
• 35.8% — Ownership by all officers and directors as a group (Represents 4,485,156 shares as of September 30, 2025.)
• $2.63 — Weighted-Average Exercise Price of Stock Incentive Plan Options (As of December 31, 2024, for 1,607,000 outstanding options.)

Key Players & Entities

• Daniel B. O'Brien (person) — President, CEO, and Director of Flexible Solutions International Inc.
• Assure CPA, LLC (company) — Independent registered public accounting firm for Flexible Solutions International Inc.
• John H. Bientjes (person) — Independent Director and head of the Audit Committee for Flexible Solutions International Inc.
• Robert T. Helina (person) — Director with financial services experience for Flexible Solutions International Inc.
• Dr. Thomas M. Fyles (person) — Director with chemistry expertise for Flexible Solutions International Inc.
• Ben Seaman (person) — Director with marketing and e-commerce experience for Flexible Solutions International Inc.
• David Fynn (person) — Director with accounting experience for Flexible Solutions International Inc.
• $916,000 (dollar_amount) — Daniel B. O'Brien's total compensation in 2024
• $3,038,529 (dollar_amount) — Flexible Solutions International Inc.'s net income in 2024
• NYSE American (regulator) — Exchange whose listing standards define independent directors

FAQ

Risk Factors

• Dependence on Key Personnel [medium — operational]: The company's operations and success are heavily reliant on the continued involvement of key personnel, particularly CEO Daniel B. O'Brien. His significant ownership stake (34.4%) and central role in operations highlight a concentration of critical expertise and leadership.
• Stock Option Volatility and Dilution [medium — market]: A substantial increase in stock options issued in 2024 (1,081,000 under Stock Incentive Plan and 80,000 under Non-Qualified Stock Option Plan) compared to 2023 indicates a potential for future dilution. The weighted-average exercise price for some options is $2.63, which could impact shareholder value if stock prices do not appreciate significantly.
• Executive Compensation Increase [low — financial]: The significant jump in CEO compensation from $125,368 in 2023 to $916,000 in 2024, driven by stock awards, may face shareholder scrutiny. While net income and TSR have increased, the magnitude of the CEO's compensation increase warrants attention.

Industry Context

Flexible Solutions International Inc. operates within the chemical and water treatment sectors, with a focus on pool and spa water sanitization and treatment products. The industry is characterized by a need for effective and environmentally conscious solutions. Growth drivers include increasing awareness of water quality, demand for convenient and efficient treatment methods, and regulatory compliance for water safety.

Regulatory Implications

The company must comply with various environmental and safety regulations related to chemical production and water treatment. Changes in environmental policies or stricter water quality standards could impact product development, manufacturing processes, and market access. Adherence to SEC reporting requirements, as demonstrated by this DEF 14A filing, is also a critical regulatory aspect.

What Investors Should Do

1. Review the significant increase in CEO compensation, particularly the stock option award, and consider its alignment with company performance and shareholder interests.
2. Evaluate the increased issuance of stock options and its potential impact on future share dilution and shareholder value.
3. Assess the company's financial performance, noting the 9.4% increase in net income and substantial TSR growth, in the context of the upcoming shareholder votes.
4. Understand the voting procedures and proposals for the November 20, 2025 annual meeting to exercise voting rights effectively.

Key Dates

• 2025-11-20: Annual Shareholder Meeting — Shareholders will vote on director elections, executive compensation, compensation vote frequency, and auditor ratification. This is a key event for shareholder governance and oversight.
• 2025-09-30: Record Date for Annual Meeting — Determines which shareholders are eligible to vote at the November 20, 2025 meeting. As of this date, there were 12,680,532 outstanding shares.
• 2024-12-31: Fiscal Year End — The period for which financial results, including net income of $3,038,529 and TSR of $119.40, are reported. Also the date for which stock option data is provided.
• 2023-12-31: Previous Fiscal Year End — Provides a comparative baseline for financial performance, with net income of $2,775,864 and CEO compensation of $125,368.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document is the DEF 14A filing for Flexible Solutions International, Inc., containing all the information presented here.)

Proxy Statement

A document that accompanies a proxy solicitation, providing shareholders with information about the company and the matters being voted upon. (This is the core document being analyzed, detailing the proposals for the annual meeting and related company information.)

Outstanding Shares of Common Stock

The total number of shares of a company's stock that are currently held by all its shareholders, including shares held by insiders and the public. (As of September 30, 2025, there were 12,680,532 outstanding shares, which is crucial for calculating ownership percentages and voting power.)

Total Shareholder Return (TSR)

A measure of the total return an investor would have received on an investment in a company's stock over a specific period, including stock price appreciation and dividends. (FSI's TSR increased from $62.70 in 2023 to $119.40 in 2024, indicating positive stock performance.)

Stock Options

Contracts that give the holder the right, but not the obligation, to buy or sell a stock at a predetermined price (exercise price) within a specified period. (The company issued a significant number of stock options in 2024, impacting executive compensation and potentially diluting shareholder equity.)

Broker Non-Vote

Shares held by a brokerage firm in 'street name' for which the broker has not received voting instructions from the beneficial owner and does not have discretionary voting authority. (These shares are counted for quorum purposes but are not voted on specific proposals, which can affect the outcome of shareholder votes.)

Year-Over-Year Comparison

Compared to the previous year's filing, Flexible Solutions International Inc. shows a positive trend in key financial and performance metrics. Net income has grown by 9.4% from $2,775,864 to $3,038,529, and Total Shareholder Return has significantly increased from $62.70 to $119.40. A notable change is the substantial increase in stock options issued in 2024, alongside a significant rise in CEO compensation driven by these awards, contrasting with a reduction in his base salary.

Key Financial Figures

• $50K — td since 2007, growing the company from $50K to over $25M in annual revenue. His com
• $25M — , growing the company from $50K to over $25M in annual revenue. His company has cont
• $1M — venue. His company has contributed over $1M towards clean water projects in Kenya s
• $100,000 — ecutive officer who earned in excess of $100,000 during the two fiscal years ended Decem
• $600,000 — ed that his salary be reduced to a flat $600,000 per year with annual increases at the s
• $2.44 — e price of these options varies between $2.44 and $3.61 per share and the options exp
• $3.61 — these options varies between $2.44 and $3.61 per share and the options expire at var
• $2.00 — e price of these options varies between $2.00 and $4.05 and the options expire at var
• $4.05 — these options varies between $2.00 and $4.05 and the options expire at various dates
• $6,000 — meetings. We also compensate directors $6,000 annually for each year that they serve
• $4,000 — year that they serve with an additional $4,000 paid to the head of the Audit Committee
• $100 — holder Return assumes the investment of $100 in our common stock on December 31, 202

Filing Documents

• formdef14a.htm (DEF 14A) — 289KB
• 0001493152-25-016383.txt ( ) — 724KB
• fsi-20241231.xsd (EX-101.SCH) — 6KB
• fsi-20241231_def.xml (EX-101.DEF) — 9KB
• fsi-20241231_lab.xml (EX-101.LAB) — 63KB
• fsi-20241231_pre.xml (EX-101.PRE) — 45KB
• formdef14a_htm.xml (XML) — 65KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 FLEXIBLE SOLUTIONS INTERNATIONAL, INC . (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): No fee required Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: Flexible Solutions International, Inc. 6001 54 Ave. Taber, AB Canada T1G 1X4 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 20, 2025 To the Shareholders: Notice is hereby given that the annual meeting of the shareholders of Flexible Solutions International, Inc. ("Flexible Solutions") will be held at 37 Sonny Powery's Drive, West Bay, Grand Cayman, Cayman Islands on November 20, 2025, at 11:00 a.m. Eastern Time, for the following purposes: (1) to elect the directors who shall constitute the Company's Board of Directors for the ensuing year; (2) to approve on an advisory basis, the compensation of the Company's executive officers; (3) to approve, on a non-binding advisory basis, the frequency of the advisory vote regarding the compensation of the Company's executive officers; (4) to ratify the appointment of Assure CPA, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 and to transact such other business as may properly come before the meeting. September 30, 2025 is the record date for the determination of shareholders entitled to notice of and to vote at such meeting. Shareholders are entitled to one vote for each share held. As of September 30, 2025 there were 12,680,532 outstanding shares of the Company's common stock. FLEXIBLE SOLUTIONS INTERNATIONAL, INC. September 30, 2025 Daniel B. O'Brien, President PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ATTACHED PROXY CARD, AND SIGN, DATE AND RETURN THE PROXY CARD. TO SAVE THE COST OF FURTHER SOLICITATION, PLEASE VOTE PROMPTLY 2 FLEXIBLE SOLUTIONS INTERNATIONAL, INC. 6001 54 Ave. Taber, AB Canada T1G 1X4 (250) 477-9969 PROXY The accompanying proxy is solicited by the Company's directors for voting at the annual meeting of shareholders to be held on November 20, 2025, at 11:00 a.m. Eastern Time, and at any and all adjournments of such meeting. If the proxy is executed and returned, it will be voted at the meeting in accordance with any instructions, and if no specification is made, the proxy will be voted for the proposals set forth in the accompanying notice of the annual meeting of shareholders. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Company at the address shown above or in person at the time of the meeting. Additionally, any later dated proxy will revoke a previous proxy from the same shareholder. This proxy statement was posted on the Company's website on or about September 30, 2025. There is one class of capital stock outstanding. Provided a quorum consisting of 10% of the shares entitled to vote is present at the meeting, the affirmative vote of a majority of the shares of common stock voting in person or represented by proxy at the meeting is required to elect directors and to adopt the other proposals to come before the meeting. Cumulative voting in the election of directors is not permitted. Shares of the Company's common stock represented by properly executed proxies that reflect abstentions or "broker non-votes" will be counted as present for purposes of determining the presence of a quorum at the annual meeting. "Broker non-votes" represent shares held by brokerage firms in "street-name" with respect to which the broker has not received instructions from the customer or otherwise does not have discretionary voting authority. Abstentions and broker non-votes will not be counted as having voted against the proposals to be considered at the meeting. PRINCIPAL SHAREHOLDERS The following table lists, as of September 30, 2025, the shareholdings of (i) each person owning beneficially 5% or more of the Company's common stock (ii) each officer of the Company, (iii) each person nominated to be a director, and (iv) all officers and nominees to the Board of Directors as a group. Unle

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View this DEF 14A filing on SEC EDGAR