Not independent
Tenure on this board
5.3 yrs
7 nominees · 3 ballot items.
Stockholders will vote to elect seven directors, to approve on an advisory basis the compensation of our named executive officers (a non‑binding “say‑on‑pay” vote), and to ratify BDO USA, P.C. as the company’s independent registered public accounting firm for fiscal year 2026.
Elect the seven director nominees named in the proxy to serve until the next annual meeting and until their successors are elected and qualified.
Non‑binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S‑K.
This non‑binding 'say‑on‑pay' proposal asks stockholders to approve, on an advisory basis, the total compensation paid to the company's named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to solicit shareholder feedback on the company’s executive pay philosophy, policies and practices—linking a significant portion of pay to performance via cash bonuses and equity awards (including time‑vested RSUs and multi‑year performance‑based RSUs). The compensation program emphasizes at‑risk pay tied to operating income, connected machines revenue, subscription revenue, accessories & materials revenue, and engagement metrics; the committee did not use an outside compensation consultant in 2025 and relied on board judgment and historical custom. The board states it will consider the advisory vote’s outcome when setting future compensation but the vote will not be binding on the company or compensation committee. Company context: Cricut is a controlled company with a compensation committee comprised of representatives of the majority owner (Petrus affiliates), a factor that affects governance oversight and may influence investor views on pay alignment and independence. Management points to strong prior shareholder support (≈98.25% in 2025) and the program’s mix of short‑ and long‑term incentives as justification for continuing the approach, while critics could focus on large equity grants to executives, related‑party dynamics, and the lack of an independent compensation consultant as potential governance and alignment concerns. The advisory vote provides investors an opportunity to signal approval or concern; a substantial vote against could prompt engagement and possible future changes, and the board has committed to consider but is not required to implement changes based on the result.
Ratify the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.99% | 2,067,526 | $8M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.96% | 2,018,235 | $8M |
| 3 | AMERICAN CENTURY COMPANIES INC | 0.93% | 1,941,840 | $7M |
| 4 | BlackRock, Inc. | 0.92% | 1,934,703 | $7M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.68% | 1,436,255 | $5M |
| 6 | BlackRock, Inc. | 0.64% | 1,346,127 | $5M |
| 7 | STATE STREET CORP | 0.59% | 1,243,249 | $5M |
| 8 | JACOBS LEVY EQUITY MANAGEMENT, INC | 0.45% | 950,304 | $4M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.42% | 879,143 | $3M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.41% | 853,502 | $3M |
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