Billie Williamson
CricutAbout Billie Williamson
Billie Williamson (age 72) is an independent director of Cricut, Inc. (CRCT), serving on the board since 2021 and previously on the board of managers of Cricut Holdings since August 2020. She is Chair of CRCT’s Audit Committee and is designated an “audit committee financial expert,” with over three decades at Ernst & Young LLP as Senior Assurance Partner and leadership roles on EY’s Americas Executive Board and U.S. Executive Board; she holds a B.B.A. in Accounting from SMU Cox School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Assurance Partner; Americas Inclusiveness Officer; member of EY Americas Executive Board and EY U.S. Executive Board | Mar 1998 – Dec 2011 | Audit leadership; inclusiveness; governance roles |
| Cricut Holdings, LLC | Board of Managers | Aug 2020 – Mar 2021 | Pre-IPO governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cushman & Wakefield plc | Director | Since Jul 2018 | Public company board |
| Pentair plc | Director | Since May 2014 | Public company board |
| Janus Capital Group Inc. | Director | Jun 2015 – May 2017 | Public company board |
| CSRA, Inc. | Director | Nov 2015 – May 2018 | Public company board |
| Pharos Capital BDC, Inc. | Director | Jan 2018 – Mar 2020 | Public company board |
| Kraton Corporation | Director | Sep 2018 – Mar 2022 | Public company board |
| SMU Cox School of Business Executive Board | Board member | Current | Academic/non-profit board |
Board Governance
- Independence: The board determined Williamson is independent under Nasdaq standards; CRCT is a “controlled company” (Petrus Trust controls a majority of voting power) and relies on certain exemptions (board majority independence and fully independent compensation committee not required) .
- Committee assignments: Audit Committee members are Len Blackwell, Melissa Reiff, Billie Williamson (Chair), and Heidi Zak; all meet SEC/Nasdaq independence and financial literacy, and Williamson is an audit committee financial expert .
- Committee activity: 2024 meetings – Board (6), Audit (8), Compensation (3). Each director attended at least 75% of applicable board/committee meetings; six directors attended last year’s annual meeting .
- Compensation Committee governance: Members are Steven Blasnik (Petrus) and Jason Makler (Chair; Petrus). As a controlled company, CRCT’s compensation committee is not required to be entirely independent; CRCT does not use an external compensation consultant .
- Executive sessions: Non‑employee (and independent, as applicable) directors hold periodic executive sessions without management .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Fees Paid or Earned in Cash | 43,750 |
| Stock Awards (RSUs fair value) | 124,997 |
| All Other Compensation | 19,108 |
| Total | 187,855 |
- Committee fee schedule (policy): Audit Chair $50,000; Audit member $20,000; Compensation Chair $20,000; Compensation member $10,000, paid quarterly in arrears .
- Annual director compensation limit: $850,000 per fiscal year (cash + equity grant-date fair value) .
Performance Compensation
| Equity Element | Grant/Value | Vesting Terms | Change-of-Control Treatment |
|---|---|---|---|
| Annual RSU award (non-employee directors) | $125,000 grant-date fair value (rounded to whole shares); Williamson’s 2024 stock awards valued at $124,997 | Vests 1/4 on each of four quarterly vesting dates after grant; final vest no later than day before next annual meeting | |
| Initial RSU (for first-time directors) | $450,000 grant-date fair value (rounded to whole shares) | Vests 1/5 annually over five years | |
| Change in control (director awards) | — | — | All director equity fully vests; performance criteria deemed achieved at 100% unless otherwise specified |
No director performance metrics (e.g., TSR, EBITDA) are tied to Williamson’s director compensation; equity awards are time‑based RSUs under the Outside Director Compensation Policy .
Other Directorships & Interlocks
| External Board | Overlap/Interlock with CRCT Insiders/Key Stakeholders | Potential Conflict Indicator |
|---|---|---|
| Cushman & Wakefield plc | None disclosed | None disclosed |
| Pentair plc | None disclosed | None disclosed |
| Janus Capital Group Inc. (prior) | None disclosed | None disclosed |
| CSRA, Inc. (prior) | None disclosed | None disclosed |
| Pharos Capital BDC, Inc. (prior) | None disclosed | None disclosed |
| Kraton Corporation (prior) | None disclosed | None disclosed |
Expertise & Qualifications
- Audit and financial expertise: “Audit committee financial expert” under Item 407(d) of Regulation S‑K; decades auditing public companies at EY .
- Governance leadership: Service on EY’s Americas Executive Board and U.S. Executive Board; extensive public and private company board experience .
- Education: B.B.A. in Accounting, SMU Cox School of Business .
Equity Ownership
| Holding Type | Shares |
|---|---|
| Class A Common Stock (beneficially owned) | 57,613 |
| Class B Common Stock (beneficially owned) | 53,440 |
| RSUs vesting within 60 days (included in Class A count above) | 4,884 |
| Outstanding stock awards (as of 12/31/2024) | 19,854 |
| Voting power % | <1% of total voting power |
- Stock ownership guidelines: Non‑employee directors must hold at least 25,000 shares (includes unvested shares and RSUs). Williamson’s beneficial holdings exceed the 25,000‑share guideline, indicating compliance .
- Insider trading policy: Company prohibits short sales and hedging transactions for directors; pledging is explicitly prohibited for executive officers; no pledging by Williamson is disclosed .
Governance Assessment
-
Strengths
- Independent director; Audit Chair; designated financial expert – supports robust financial oversight .
- Active engagement: Audit Committee met 8 times; board attendance threshold met; periodic executive sessions without management .
- Ownership alignment: Exceeds 25,000‑share director guideline; annual RSU grants align pay with shareholder outcomes .
- Related‑party oversight: Audit Committee reviews/approves related person transactions under formal policy .
-
Concerns and investor watch‑items
- Controlled company status: Board does not have a majority of independent directors; compensation committee not entirely independent due to Petrus control – potential for reduced independent oversight of executive pay and nominations .
- Special dividends and equity top‑ups: 2023–2025 special and recurring dividends created RSU dividend equivalents and option exercise price adjustments; while pro rata, they increased equity award counts/values for insiders and directors (optics risk) .
- Compensation committee composition: Both members are Petrus affiliates; no outside consultant used – heightens reliance on Audit Committee efficacy for overall governance balance .
RED FLAGS
- Controlled company exemptions (non‑majority independent board; non‑independent compensation committee) may weaken checks and balances on management and pay decisions .
- Repeated special dividends with RSU dividend equivalents can be perceived as pay amplification for equity holders, warranting monitoring of director/insider equity accretion over time .
Neutral/No issues disclosed
- No related‑party transactions involving Williamson disclosed; Section 16(a) filings were timely for directors (no delinquencies noted for Williamson) .