📜 What This Document Is 🗳️

This is a Proxy Statement (DEF 14A) for Cricut, Inc. It's essentially a formal invitation and detailed instruction guide for the company's annual meeting of stockholders. It tells shareholders what matters will be voted on, who runs the company, and how executives are compensated. 👉 Why it matters: If you own Cricut stock, this document is critical because it outlines your voting rights and the company’s governance plans for the next year.

• Meeting Details: The annual meeting is scheduled for June 3, 2026, at 10:00 a.m., Mountain Time.
• Attendance: The meeting will be conducted virtually via live audio webcast.
• Key Dates:
  • Record Date (who gets to vote): April 6, 2026.
  • Notice of Materials: First sent on or about April 21, 2026.
  • Voting Deadline: June 2, 2026, by 11:59 p.m. Eastern Time.
• Access: You can access the meeting and voting through www.virtualshareholdermeeting.com/CRCT2026 or the proxy materials at www.proxyvote.com.

🏢 What Cricut Does ✂️

Cricut is a creator-focused platform that allows users to turn ideas into professional-looking handmade goods. In simple terms, they provide a "creativity platform" using highly versatile connected machines, design apps, accessories, and materials.

• Business Model: The company's platform is "broadly extensible," meaning their cloud-based software can be updated to give functionality to existing physical and digital products, allowing them to continually expand their product offerings.
• Goal: The mission is to help people lead creative lives.
• Scale: Cricut has an engaged and loyal community of millions of users.

🧭 Board Leadership & Governance 👑

This section details the structure and leadership philosophy of the Board of Directors. The board is responsible for overseeing the entire company and managing risks.

• Board Size and Tenure: The board currently consists of seven directors. Each director is elected for a one-year term.
• Separating Roles: The board believes it is appropriate to keep the roles of Chief Executive Officer (CEO) and Chairperson separate.
  • Why it matters: This separation is viewed as best practice because it allows the CEO to focus on daily operations while the Chair, along with independent directors, provides independent oversight of management.
• Leadership Nomination: The board believes Jason Makler’s background and deep knowledge of the company and industry make him suitable to lead the board effectively.

🚫 Controlled Company Status 🧑‍💼

A crucial element of corporate governance is who controls the company. Cricut is classified as a "controlled company," which limits certain governance requirements.

• The Controller: Petrus Trust Company, LTA, or Petrus, controls a majority of the voting power represented by the company's stock.
• Governance Impact: Because of this majority control, Cricut can elect not to comply with certain governance rules from Nasdaq. For instance, they do not have a majority of "independent directors" on the board, nor do they have a fully independent nominating committee.
• Corporate Rights: Despite this status, the board reports that Melissa Reiff, Billie Williamson, and Heidi Zak have been determined to be "independent directors" based on the board's review.

🛡️ Oversight Committees 🤝

The board has established specialized committees (Audit and Compensation) to manage specific areas of corporate risk. These committees ensure accountability and compliance.

• Audit Committee (🛡️)
  • Members: Melissa Reiff, Billie Williamson, and Heidi Zak.
  • Chair: Billie Williamson.
  • Role: They oversee financial matters, including selecting the independent accounting firm, reviewing financial statements, assessing internal controls, and approving related-party transactions.
• Compensation Committee (💰)
  • Members: Jason Makler and Steven Blasnik.
  • Chair: Jason Makler.
  • Role: They are responsible for reviewing, approving, and making recommendations regarding the compensation and benefits of the company's executive officers.

👔 Executive Officers and Team Members 👨‍💼

This section lists the key people running the company, detailing their roles and professional backgrounds.

• Chief Executive Officer: Ashish Arora (Age 58).
• Chief Financial Officer (CFO): Kimball Shill (Age 62).
• Senior Vice President, General Counsel & Corporate Secretary: Matt Tuttle (Age 48).
• Former Executive: Donald B. Olsen (Former Executive Vice President, General Counsel and Corporate Secretary).

💰 Executive Pay Philosophy and Policy 📈

Cricut uses a comprehensive compensation philosophy designed to align the interests of employees and stockholders. They emphasize linking executive compensation to achieving performance goals.

• Compensation Philosophy: Cricut aims to attract, retain, and motivate key employees by linking a significant portion of their compensation to delivering business results.
• Structure: The program mixes short-term and long-term components, using both cash and equity elements.
• Key Principles:
  • Alignment: Executives are incentivized to act like owners.
  • At-Risk Pay: A significant portion of compensation is "at-risk," meaning it is tied to achieving specific performance goals.
  • Performance Focus: Compensation focuses on key business metrics rather than predicting stock price performance.
  • No Golden Parachute: The company does not provide tax reimbursement payments (known as "gross ups") if an executive leaves the company.

📑 Director Compensation Details 💼

The company has a detailed policy outlining how non-employee directors are paid. This ensures transparency and sets specific limits on compensation.

• Director Retainer: As of January 1, 2026, each non-employee director is eligible for an annual cash retainer of $75,000.
• Committee Surcharges: Additional fees are paid if a director sits on a committee:
  • Audit Committee Chair: $50,000 retainer/year.
  • Audit Committee Member: $20,000 retainer/year.
  • Compensation Committee Chair: $20,000 retainer/year.
  • Compensation Committee Member: $10,000 retainer/year.
• Annual Caps (Director Limit): No non-employee director may be paid or granted awards with a total value exceeding $600,000 in the first year, or $850,000 in subsequent years.
• Ownership Requirement: Every non-employee director must maintain a minimum equity ownership of 50,000 shares to remain compliant.

🗳️ Proposals for the Annual Vote ❓

The annual meeting will vote on three key proposals, which dictate the company's leadership and financial oversight for 2026.

• Proposal 1: Election of Directors: Stockholders vote to elect the seven named directors. This is decided by a plurality vote, meaning the nominees with the most "FOR" votes win.
• Proposal 2: Say-on-Pay: Stockholders vote (advisory vote) to approve the Named Executive Officers' compensation. Although this vote is non-binding, the board and compensation committee value the outcome and will consider it when making future decisions.
• Proposal 3: Audit Firm Ratification: Stockholders vote to ratify the appointment of BDO USA, P.C. as the independent accounting firm for the fiscal year ending December 31, 2026.

🔍 Audit Firm and Fees Details 📊

The audit committee is asking shareholders to ratify the appointment of BDO USA, P.C. The filing provides specific fee details to review the cost of these services.

• Required Firm: BDO USA, P.C.
• 2025 Total Fees: The total professional fees paid to BDO USA, P.C. were $1,344,284.
• 2024 Total Fees: The total professional fees paid were $1,387,072.
• Trend: The total fees in 2025 were slightly lower than those recorded in 2024.
• Controls: The audit committee is required to pre-approve all non-audit services to ensure BDO USA, P.C. maintains its independence.

📞 Logistics and Investor Contacts 🌐

If you have questions about voting, the meeting, or the company, these are the essential contacts and procedures to know.

• Investor Relations: For general company questions, you can call (385) 351-0633.
• Corporate Address: Cricut, Inc., 10855 South River Front Parkway, South Jordan, Utah 84095.
• Transfer Agent: For issues related to share ownership and voting rights, you can contact Computershare Trust Company, N.A. at (800) 942-5909.
• Voting Options: Stockholders of record can vote online 24/7 until 11:59 p.m., Eastern Time, on June 2, 2026, or attend the meeting virtually via www.virtualshareholdermeeting.com/CRCT2026.

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🧠 The Analogy

Think of this proxy statement like a detailed instruction manual for a play: it doesn't contain the actual drama, but it tells the audience (the stockholders) who the key actors are (the officers/directors), what rules the show follows (the corporate governance), what decisions they need to vote on (the proposals), and when the performance starts (the meeting date). It's all about governance and making sure the play can continue to be put on.

🧩 Final Takeaway

Cricut's governance structure is highly defined, with key oversight roles held by the Audit and Compensation Committees. The main focus for stockholders is voting on the proposed directors, approving executive pay (even if the vote is advisory), and ratifying the established audit firm, BDO USA, P.C.