CRICUT INC CLASS A (CRCT)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CRICUT INC CLASS A · Meeting: June 3, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and director since 2012, Mr. Arora has full tenure overlap with Cricut's severe stock underperformance — the stock lost 32.3% over three years while the XLK technology ETF gained 114.7%, a gap of 147 percentage points that far exceeds the 30-percentage-point trigger threshold for stocks with negative returns; the 5-year record (-70.8% vs XLK) confirms this is sustained underperformance, not a temporary trough, so no mitigant applies.
Mr. Makler has served on the board since 2011 and as compensation committee chair, giving him full overlap with the severe multi-year underperformance; Cricut's stock fell 32.3% over three years while XLK gained 114.7% (a 147-percentage-point gap far exceeding the 30pp trigger), and the 5-year return of -70.8% confirms no mitigating longer-term track record exists.
Mr. Blasnik has served since 2018, giving him meaningful overlap with the multi-year underperformance period; the stock lost 32.3% over three years against XLK's 114.7% gain (a 147pp gap well above the 30pp trigger), and the 5-year return of -70.8% shows no long-term track record of adequate performance to serve as a mitigant.
Mr. Freeman has served since 2015, providing full overlap with the severe underperformance; Cricut's 3-year stock return of -32.3% versus XLK's +114.7% produces a 147pp gap far exceeding the 30pp trigger for negative absolute returns, and the 5-year return of -70.8% confirms sustained destruction of shareholder value with no mitigating longer-term record.
Ms. Reiff joined in March 2021 — more than 24 months before the measurement date — so the new-director exemption does not apply; Cricut's 3-year return of -32.3% versus XLK's +114.7% (a 147pp gap far above the 30pp trigger) covers her entire tenure, and the 5-year record confirms sustained underperformance with no mitigating longer-term track record.
Ms. Williamson has served since August 2020, giving her full overlap with the multi-year underperformance; the 147pp gap between Cricut's -32.3% three-year return and XLK's +114.7% far exceeds the 30pp trigger, and the 5-year return of -70.8% shows no long-term record of adequate shareholder returns that would serve as a mitigant.
For Analysis
Ms. Zak joined the board in September 2024, which is within the 24-month new-director exemption window; under policy, newly appointed directors are given reasonable time to contribute before being held accountable for prior-period stock performance, so the TSR trigger does not apply to her.
Six of the seven director nominees — Arora, Makler, Blasnik, Freeman, Reiff, and Williamson — trigger the TSR underperformance test and receive AGAINST votes. Cricut's 3-year stock return of -32.3% compares to a +114.7% gain for the XLK technology ETF (no named peer group was disclosed for director election purposes), producing a gap of 147 percentage points that massively exceeds the 30pp trigger threshold applicable to stocks with negative absolute returns. The 5-year return of -70.8% confirms this is sustained, not transient, underperformance, so no 5-year mitigant applies. Only Heidi Zak, who joined in September 2024, is exempt as a new director within 24 months of appointment.
Say on Pay
✗ AGAINSTCEO
Ashish Arora
Total Comp
$13,441,923
Prior Support
98.25%%
The CEO received $13.4 million in total compensation in 2025, a figure that is likely well above what a typical CEO at a similarly sized (~$978M market cap) technology company would earn, particularly given that the stock has lost 32.3% over three years while the XLK technology ETF gained 114.7% — a 147-percentage-point gap that represents severe pay-for-performance misalignment. While some of the reported 'All Other Compensation' ($6.6M for the CEO) reflects special dividend equivalents on unvested equity rather than direct cash pay, the underlying equity grants and bonus payouts are still generous relative to shareholder outcomes, and the compensation committee — composed entirely of representatives of the controlling shareholder Petrus — did not use an independent compensation consultant or market benchmarks, reducing confidence that pay levels reflect arms-length market discipline. The prior year's 98.25% support is noted but carries limited weight because Petrus controls approximately 73% of voting power, meaning the vote does not reflect a broad cross-section of independent shareholders.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$1,341,609
Non-Audit Fees
$2,675
Non-audit fees (tax fees of $2,675) represent only 0.2% of audit fees ($1,341,609), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire — policy requires confirmed data to vote against on that basis. BDO USA is a large national firm appropriate for a company of Cricut's size (~$978M market cap). No material restatements were identified.
Overall Assessment
This ballot presents significant governance concerns at Cricut: six of seven director nominees trigger the TSR underperformance policy due to the stock's severe 147-percentage-point shortfall versus the XLK technology ETF over three years, with only the newest director (Heidi Zak) receiving a FOR vote. The Say on Pay vote also receives an AGAINST due to a CEO pay package of $13.4 million that appears misaligned with shareholder experience over the same period, while the auditor ratification is straightforward and receives a FOR given minimal non-audit fees and no independence concerns.