Heidi Zak

About Heidi Zak

Heidi Zak (age 46) joined Cricut, Inc.’s board in September 2024 as an independent director. She is the Founder and CEO of ThirdLove (since July 2012) and brings 20+ years in consumer/retail with depth in eCommerce, direct-to-consumer, marketing, strategy, and new business development. She holds an MBA from MIT Sloan and a BA in Economics from Duke; she is a YPO member and a 2024 Henry Crown Fellow. The board has determined she is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Board-designated independent director under Nasdaq rules .
• Board structure: Cricut is a “controlled company” under Nasdaq; it does not have a majority independent board and does not maintain an entirely independent compensation committee or nominating function under the controlled company exemptions .
• Committees:
  • Audit Committee: Member; Audit Chair is Billie Williamson. The board determined all audit members (including Ms. Zak) meet Nasdaq independence and financial literacy requirements; designated financial experts are Blackwell, Reiff, and Williamson (Ms. Zak is not designated as a financial expert). Audit Committee held 8 meetings in 2024 .
  • Compensation Committee: Not a member .
• Attendance: In 2024 the board held 6 meetings and each director attended at least 75% of board and applicable committee meetings. Six directors attended the prior annual meeting .

Fixed Compensation

Cricut’s Outside Director Compensation Policy (amended May 2024) provides cash retainers for committee service: Audit Chair $50,000; Audit member $20,000; Compensation Chair $20,000; Compensation member $10,000; paid quarterly in arrears. Petrus-affiliated directors waive compensation for 2024–2025 (not applicable to Ms. Zak) .

Policy reference: Cash retainers noted above .

Performance Compensation

Directors receive RSU equity:

• Initial award upon first becoming a non-employee director: RSUs with $450,000 grant date fair value; vest 1/5 annually on each of the first five anniversaries of board service .
• Annual award at each annual meeting: RSUs with $125,000 grant date fair value; vest quarterly over the following year (final vest no later than day before next annual meeting) .
• Change-in-control: All director equity fully vests; performance-based awards deemed at 100% of target, unless otherwise specified .
• Annual director compensation cap: $850,000 value per fiscal year .
• Minimum stock ownership guideline: 25,000 shares by the second anniversary of the later of IPO effective date or the date the individual becomes a director; unvested RSUs count toward the guideline .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Ms. Zak (bio lists ThirdLove CEO and prior employers; unlike other directors, no other public boards are cited) .
• Interlocks: Compensation Committee Interlocks section discloses no interlocks involving current compensation committee members; Ms. Zak is not on the compensation committee .

Expertise & Qualifications

• Domain expertise: eCommerce/DTC, consumer marketing, strategy, new business development; experience as CEO and operator .
• Education: MBA (MIT Sloan); BA Economics (Duke) .
• Governance/financial: Independent director; Audit Committee member; meets Nasdaq financial literacy requirements (not designated audit committee financial expert) .

Equity Ownership

Note: Beneficial ownership reflects SEC rules (includes only shares and awards vesting within 60 days). Unvested RSUs count toward the company’s director ownership guideline; Ms. Zak’s 64,935 outstanding stock awards as of 12/31/2024 would count toward the 25,000-share guideline requirement .

Director Compensation (Detail)

Policy context: Audit member cash retainer $20,000 per year, paid quarterly; initial RSU award $450,000 vesting over 5 years; annual RSU $125,000 at annual meeting; CIC acceleration of director awards .

Risk Indicators & Related Party

• Related party transactions: Proxy lists special dividends and outlines the related person transaction policy and audit committee review; the related person transaction disclosures do not reference any transactions involving Ms. Zak .
• Hedging/pledging: Insider Trading Policy prohibits short sales, hedging, options, and pledging by directors (alignment positive) .
• Section 16 compliance: Proxy notes one late Form 4 for another officer; no delinquencies disclosed for Ms. Zak .

Say-on-Pay & Shareholder Feedback (Context)

• 2024 say-on-pay support: ~98.45% approval; the compensation committee (comprised of Petrus-affiliated directors) maintained existing program parameters following strong support .

Governance Assessment

• Positives

  • Independent director with strong eCommerce/DTC operating expertise; adds customer/marketing perspective .
  • Audit Committee member; committee entirely independent; met 8 times in 2024; strong financial oversight cadence .
  • Attendance: Board indicates all directors met at least 75% attendance; she joined during 2024 .
  • Compensation alignment: Director pay is equity-heavy (2024: ~$450k equity vs. $5k cash), which aligns incentives with shareholders; robust ownership guideline (25,000 shares), counting unvested RSUs .
  • Policies reduce risk: Prohibitions on hedging/pledging; related party transactions require audit committee review/approval .

• Considerations/Watch Items

  • Controlled company status: Cricut relies on Nasdaq exemptions; the board is not majority independent and the compensation committee is not entirely independent, which can weaken checks on management, though this is a company-level governance structure rather than Ms. Zak’s profile .
  • Financial expert designation: While financially literate, she is not designated as an “audit committee financial expert” (others on the audit committee hold that designation) .
  • Tenure: New to the board (joined Sep 2024); track record of board engagement at Cricut will develop over time .

• Red Flags

  • None specific to Ms. Zak disclosed. Company-level: controlled company exemptions and non-independent compensation committee composition could be perceived as governance risk by some investors .