Jason Makler

About Jason Makler

Jason Makler (age 51) is Chair of the Board at Cricut, Inc. (CRCT) and serves as Chair of the Compensation Committee; he has been a director since March 2021 and served on the board of managers of Cricut Holdings since September 2011 . He is a Corporate Analyst at Petrus Asset Management Company (division of Petrus Trust Company, LTA), CRCT’s majority beneficial owner; he holds a B.B.A. in Accounting from the University of Texas at Austin and an M.B.A. from Yale University . CRCT is a Nasdaq “controlled company” and Makler is not independent under Nasdaq rules, reflecting his Petrus affiliation .

Past Roles

External Roles

Board Governance

• Board structure: roles of Chair and CEO are separated; Board cites Makler’s “deep knowledge” and governance experience as rationale for him as Chair .
• Independence: Four of eight current directors are independent (Blackwell, Reiff, Williamson, Zak); Makler is not independent .
• Controlled company exemptions: CRCT does not have a majority independent board and does not have an entirely independent compensation committee or nominating function .
• Committees:
  • Compensation Committee: Jason Makler (Chair), Steven Blasnik; 3 meetings in 2024 .
  • Audit Committee: All independent; chaired by Billie Williamson; 8 meetings in 2024; reviews related party transactions .
• Attendance: In 2024, the Board held 6 meetings; each director attended at least 75% of Board and relevant committee meetings .
• Executive sessions: Non-employee directors meet in executive session periodically; independent directors also meet separately when applicable .

Fixed Compensation

Performance Compensation

CRCT’s Compensation Committee explicitly does not use an external compensation consultant and emphasizes customized, business-metric-driven compensation design; the committee comprises Petrus-affiliated directors (Makler, Blasnik) .

Other Directorships & Interlocks

• Interlocks: Compensation Committee consists solely of Petrus-affiliated directors; CRCT elected controlled-company exemptions (non-independent comp committee and nominating function) .
• Compensation committee interlocks: No CRCT executive serves on outside boards with CRCT executives, per Item 407 disclosure .

Expertise & Qualifications

• Finance and ownership perspective: Long-tenured Petrus investment professional; representative of largest beneficial owner .
• Education: B.B.A. in Accounting (UT Austin); M.B.A. (Yale) .
• Board leadership: Serves as Chair since IPO; cited for strong leadership and governance experience .

Equity Ownership

• Pledging/hedging: Insider Trading Policy prohibits hedging and derivative transactions for directors; explicit pledging prohibition is stated for executive officers; the policy applies to directors generally for hedging restrictions .

Governance Assessment

• Positives

  • Strong ownership alignment: Significant beneficial ownership; meets/exceeds director stock ownership guideline; waived director compensation (cash and equity) in 2024–2025 reduces cash conflict risk .
  • Board/committee engagement: Board met 6 times; Compensation Committee met 3 times; Audit Committee met 8 times; all directors ≥75% attendance .
  • Independent Audit Committee oversight of related-party transactions; presence of multiple audit committee financial experts .
  • Shareholder support: 2024 say‑on‑pay approval ~98.45%, indicating broad investor endorsement of compensation approach .

• RED FLAGS

  • Controlled company governance: Board does not have majority independent directors; Compensation Committee not fully independent; nominations not overseen by an independent committee .
  • Compensation oversight concentration: Comp Committee comprised entirely of Petrus-affiliated directors; no outside compensation consultant, increasing potential for perceived conflicts in executive pay design .
  • Chair is not independent: While CRCT separates Chair and CEO roles, the Chair (Makler) is non‑independent and represents the controlling shareholder; guidelines contemplate a Lead Independent Director but none is named in the proxy .

• Related-party context

  • Special and recurring dividends approved in 2023–2025; RSU dividend equivalents issued per plan; Audit Committee reviews related-party transactions . As a controlled company, dividend policy naturally benefits the controlling holder alongside other stockholders .

Director Attendance and Committee Detail

Summary: Committee Assignments and Independence

Say‑on‑Pay & Shareholder Feedback

Director Compensation Mix (2024)

Committee Policy and Change‑in‑Control Terms (Directors)

Additional Governance Context

• Officer exculpation amendment (DGCL §102(b)(7) update): Board proposes extending exculpation to certain officers; rationale includes parity with directors and mitigating nuisance litigation; subject to stockholder approval .