Ashish Arora
CricutAbout Ashish Arora
Ashish Arora is Chief Executive Officer of Cricut, Inc. and has served as CEO of Cricut Holdings since February 2012; he is also a director of Cricut, Inc. and Cricut Holdings. He is 57 years old, holds a B.S. in Electronics Engineering from Thapar Institute of Engineering and Technology and an MBA from the University of Kansas Graduate School of Business . Under Arora’s leadership, 2024 revenue was $712.5 million and net income was $62.8 million, while the company’s cumulative TSR since IPO reflected a $38.73 value for an initial $100 investment versus $121.58 for the peer group; pay-versus-performance data show alignment emphasis on profitability and user monetization .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cricut Holdings, LLC | Chief Executive Officer | Feb 2012–present | Led the platform strategy across connected machines, software and materials |
| Cricut, Inc. | Director | Mar 2021–present | Management perspective on board; governance in a controlled company |
| Logitech International S.A. | General Manager, Digital Home – Software Platforms and Products | Jul 2009–Feb 2012 | P&L and product leadership across consumer software platforms/products |
External Roles
No additional public company directorships or external roles are disclosed for Arora in Cricut’s filings beyond the Cricut roles above .
Fixed Compensation
Multi-year CEO compensation (“Summary Compensation Table”):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $473,753 | $490,272 | $509,850 |
| Stock Awards ($) | $48,814,900 | $8,192,000 | $17,000,000 |
| Non-Equity Incentive ($) | $329,449 | $400,875 | $853,878 |
| All Other Compensation ($) | $7,606 | $9,142,333 | $3,336,160 |
| Total ($) | $49,625,708 | $18,225,481 | $21,699,888 |
Base salary progression and latest approved base:
| Metric | 2023 Base | 2024 Base | Base as of 12/1/2024 |
|---|---|---|---|
| Ashish Arora | $495,000 | $514,800 | $514,800 |
Performance Compensation
Annual bonus design (FY 2024):
- Structure: Weighted metrics with target equal to 100% of weighted average salary; additional bonus component tied to achieving target/110% on each metric .
- Metrics, targets, results and payout:
| Metric | Weighting | Target | Actual | Payout mechanics |
|---|---|---|---|---|
| Operating Income | 50% | $74m | $76.1m (≈110%) | Pays pro-rata on first component; additional $280k at target or $420k at 110% |
| Global Machine POS | 20% | 1.25m units | 1.06m (below threshold) | No payout if <60% for additional component; pro-rata on first component |
| Engaged Paid Subscribers (Q4) | 20% | -1% YoY | -1.3% (≈91%) | Pro-rata first component; additional $112k at target or $168k at 110% |
| Subscriptions Gross Profit (Q4) | 10% | $70m | ~$68.4m (≈78%) | Pro-rata first component; additional $56k at target or $84k at 110% |
Aggregate 2024 CEO bonus paid: $853,878 .
Annual and LTIP equity awards (FY 2024):
| Award type | Grant | Quantity | Vesting | Performance hurdles |
|---|---|---|---|---|
| Annual RSUs | 6/27/2024 | 1,000,000 RSUs | Vests 25% annually starting 5/15/2025 | Time-based only |
| LTIP PRSUs (2024 LTIP) | 7/1/2024 | 2,000,000 PRSUs | Two tranches vest on quarterly dates (Feb 15, May 15, Aug 15, Nov 15) after certification | 30% vests upon ≥$149m Operating Income over 4 consecutive quarters by Q2’28; 70% upon ≥$240m over 4 consecutive quarters by Q2’29 (Operating Income excludes LTIP-related SBC and payroll tax) |
Change-in-control LTIP treatment:
- If CoC before 6/30/2025, awards are forfeited; if CoC on/after 6/30/2025, tranches vest based on CIC Operating Income vs tranche targets immediately prior to CoC, then certified contingent on CoC closing .
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
| Holder | Class A shares | Class B shares | % of total voting power |
|---|---|---|---|
| Ashish Arora | 3,982,345 | 26,622,716 | 16.08% |
Ownership detail (as disclosed):
- Includes Class B held directly and via trusts, plus 2,218,889 Class A options exercisable within 60 days and 796,880 Class A RSUs vesting within 60 days .
- Executive officers prohibited from hedging and pledging company securities; no margin accounts allowed .
Vested vs unvested, options and RSUs (as of 12/31/2024):
| Instrument | Quantity | Terms |
|---|---|---|
| Options (various 3/24/2021 grants) | 1,920, ~282k, ~233k, ~261k, ~510k etc. shown individually | Exercise price $18.25; expire 3/24/2026 |
| Unvested RSUs | 1,084,175; MV $6,179,798 (at $5.70) | Time-based awards |
| Unearned PRSUs (performance) | 2,205,865 | LTIP awards subject to Operating Income hurdles |
Director stock ownership guidelines apply to non-employee directors (≥25,000 shares); Arora did not receive director compensation as an employee director .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | At-will; amended in 2021 |
| CEO change-in-control acceleration | Immediate vesting of time-based awards; performance awards deemed achieved at 100% of target (unless award agreement states otherwise) if CoC occurs before termination |
| Executive Severance Plan | If terminated without cause or for good reason within 3 months pre- to 18 months post-CoC: lump sum equal to 12 months base salary + 100% target bonus; 100% equity acceleration with performance deemed at target unless award agreement provides otherwise; subject to release |
| Tax gross-ups | None for 280G/4999; best-net cut provision applies |
| Clawbacks | Not specifically disclosed; Insider policy bans hedging/pledging and derivatives |
| Non-compete/Non-solicit/Garden leave | Not disclosed in proxy/10-K |
Performance & Track Record
Operating and shareholder outcomes:
- Revenues: $886.3m (2022), $765.1m (2023), $712.5m (2024) .
- Net income: $60.7m (2022), $53.6m (2023), $62.8m (2024) .
- Pay vs Performance (FY 2024): Company cumulative TSR value $38.73 vs peer $121.58; Net income $62.83m; Revenue $712.54m .
- User engagement: ~5.9m Active Users and ~3.0m paid subscribers as of 12/31/2024 .
Board Governance
| Item | Detail |
|---|---|
| Board composition | 7 directors post-2025 AGM; Arora is management director |
| Controlled company | Petrus controls majority voting; company relies on Nasdaq controlled-company exemptions (no majority independent board; comp committee not fully independent; nominations not fully independent) |
| Leadership structure | Chair and CEO roles separated; Chair is Jason Makler |
| Committees | Compensation: Makler (Chair), Blasnik; Audit: Williamson (Chair), Reiff, Zak, Blackwell (2024) |
| Independence | Audit committee fully independent; board has four independent directors as of 2025 |
| Attendance | Board held six meetings in FY 2024; each director attended ≥75% of board+committee meetings |
| Executive sessions | Non-employee and independent directors meet in executive session periodically per guidelines |
Director Compensation
- Employee directors receive no additional director compensation; Arora received none for board service in 2024 .
Say‑on‑Pay & Shareholder Feedback
| Year | Say-on-pay approval |
|---|---|
| 2024 AGM | ~98.45% votes cast in favor |
| 2023 AGM | ~99.9% votes cast in favor |
Compensation Structure Analysis
- Increased equity emphasis with sizable 2024 grants: $17.0m stock awards vs $8.2m in 2023; addition of a performance LTIP tied to multi‑quarter Operating Income targets (harder hurdles that can lapse if not achieved) .
- Annual bonus linked to operating profitability and user/product KPIs; partial misses (machine POS, Q4 subscription GP) limited payout while Operating Income outperformance boosted payout, indicating pay-for-performance mechanics .
- No tax gross‑ups; insider hedging/pledging prohibited—positive alignment features .
- Governance caution: compensation committee not fully independent due to controlled-company status; CEO is also a director—dual-role independence considerations remain .
Risk Indicators & Red Flags
- Controlled company exemptions reduce independent oversight in compensation/nominations; comp decisions driven by Petrus-affiliated directors .
- Multiple special and recurring dividends created RSU dividend equivalents, increasing outstanding awards; option exercise price adjusted for prior dividends—complexity for dilution tracking .
- Insider trading policy prohibits hedging/pledging and derivatives, mitigating alignment risks .
- No 280G/4999 gross‑ups; “best‑net” provision reduces parachute tax burden without gross‑ups .
Equity Vesting Calendar & Potential Supply
- Annual RSUs: 25% tranches beginning May 15, 2025; then annually thereafter .
- LTIP certification‑linked vesting on quarterly dates (Feb 15, May 15, Aug 15, Nov 15) once Operating Income hurdles are achieved; no vesting if CoC before 6/30/2025 .
- Outstanding unvested RSUs and performance RSUs as of 12/31/2024: 1,084,175 time‑based RSUs (MV $6.18m at $5.70); 2,205,865 performance RSUs subject to Operating Income targets .
Investment Implications
- Alignment: Arora’s significant voting power (16.08%) and prohibition on hedging/pledging support long‑term orientation; high equity mix and tough LTIP hurdles should focus management on sustained Operating Income growth .
- Retention and M&A optionality: CoC acceleration in the CEO agreement and severance plan could reduce retention risk in strategic events but may increase sale incentives; performance awards are forfeited if CoC occurs before 6/30/2025, tempering near‑term deal bias .
- Governance risk: Controlled-company structure and non‑independent comp committee warrant monitoring of pay decisions versus outcomes, though say‑on‑pay support remains strong .
- Near‑term supply dynamics: Scheduled RSU tranches and potential LTIP certifications create known vesting dates (Feb/May/Aug/Nov), implying predictable Form 4 activity windows rather than ad hoc selling pressure; performance vesting depends on achieving multi‑quarter Operating Income targets .