Melissa Reiff
CricutAbout Melissa Reiff
Independent director at Cricut, Inc. (CRCT) since 2021; age 70 as of March 31, 2025. Former Chairwoman and CEO of The Container Store (TCS); long-running public company board experience with a B.S. in Political Science and Law from Southern Methodist University. Core credentials include retail, marketing, merchandising, operations, communication, leadership, and audit committee financial expertise . The board classifies her as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | Chairwoman of the Board | Aug 2019 – Aug 2021 | Led board through leadership transition; governance oversight |
| The Container Store Group, Inc. | Chief Executive Officer | Jul 2016 – Feb 2021 | Operational and strategic leadership |
| The Container Store Group, Inc. | President & COO | Mar 2013 – Jun 2016 | Operations leadership |
| The Container Store Group, Inc. | President | Early 2006 – Feb 2013 | Commercial leadership |
| The Container Store Group, Inc. | EVP Stores & Marketing | 2003 – 2006 | Store ops and marketing |
| The Container Store Group, Inc. | VP Sales & Marketing | 1995 – 2003 | Sales/marketing build-out |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Etsy, Inc. | Director; Compensation Committee member | Since Apr 2015 | Current public company directorship; comp committee expertise |
| Southern Methodist University – Cox School of Business | Executive Board member | Ongoing | Academic board service |
| American Marketing Association (Dallas), International Women’s Foundation, C200, Junior League of Dallas | Member (various) | Ongoing | Non-profit/professional affiliations |
| The Container Store Group, Inc. | Director | Since Aug 2007 | Long-standing board service (Chairwoman until Aug 2021) |
Board Governance
- Independence: Classified as independent; CRCT is a “controlled company” and does not maintain a majority independent board or a fully independent compensation committee; Reiff is not on the compensation committee .
- Committees: Audit Committee member; designated an “audit committee financial expert” .
- Attendance/engagement: In FY2024, the board held 6 meetings and each director attended at least 75% of board and committee meetings; the Audit Committee held 8 meetings .
- Board tenure: Director since 2021 .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director (Nasdaq) |
| Committee assignments | Audit Committee member; Audit Committee Financial Expert |
| Board meetings (FY2024) | 6; ≥75% attendance by each director |
| Audit Committee meetings (FY2024) | 8 |
| Controlled company | Yes; exemptions used (not majority independent board; comp committee not entirely independent) |
Fixed Compensation
Policy and actual director pay emphasize a modest cash retainer plus time-based RSUs (no performance conditions). Note that Petrus-affiliated directors waive compensation; Reiff is not Petrus-affiliated and receives standard pay .
| Component | Amount/Terms | Source |
|---|---|---|
| Annual RSU grant (continuing NED) | $125,000 grant-date fair value; vests 1/4 each quarter over one year | |
| Initial NED RSU (on joining) | $450,000 grant-date fair value; vests 1/5 annually over 5 years | |
| Audit Committee chair/member cash retainer (amended May 2024) | Chair: $50,000; Member: $20,000 per year | |
| Compensation Committee chair/member cash retainer | Chair: $20,000; Member: $10,000 per year | |
| Change-in-control treatment (NED awards) | Full vesting at 100% of target upon a change in control |
2024 actual compensation (fiscal year ended 12/31/2024):
| Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Melissa Reiff | 16,250 | 124,997 | 15,006 (dividend-related adjustments) | 156,253 |
2023 actual compensation:
| Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Melissa Reiff | 10,000 | 124,997 | 45,144 (dividend-related adjustments) | 180,141 |
All Other Compensation reflects plan-required adjustments tied to special cash dividends (i.e., dividend equivalents on RSUs) rather than perquisites .
Performance Compensation
- No director-specific performance-based compensation disclosed; non-employee director equity is time-based RSUs with standard change-in-control acceleration (100% of target) .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict Considerations |
|---|---|---|---|
| Etsy, Inc. | Director | Compensation Committee member | No disclosed interlocks with CRCT; provides comp/governance expertise |
| The Container Store Group, Inc. | Director; Chairwoman until Aug 2021 | – | Prior executive; no related-party transactions disclosed with CRCT |
- Compensation Committee interlocks: Company discloses none; CRCT’s Compensation Committee consists of Blasnik and Makler (neither officers); Reiff is not a member .
Expertise & Qualifications
- Audit committee financial expert; experienced public company CEO and chair .
- Domain expertise in retail, marketing, merchandising, operations, communication, leadership .
- Education: B.S. in Political Science and Law, Southern Methodist University .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Class A common stock beneficially owned | 57,613 shares (includes 4,884 RSUs vesting within 60 days of 3/31/2025) |
| Class B common stock beneficially owned | 30,765 shares |
| % of total voting power | Less than 1% |
| Outstanding director stock awards (12/31/2024) | 21,905 shares underlying outstanding stock awards |
| Director ownership guideline | Must hold ≥25,000 shares within two years and thereafter; counts unvested RSUs |
| Compliance with guideline | Meets (aggregate beneficial interests exceed 25,000 shares) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and insiders |
Related-Party Exposure and Policies
- Related person transactions are reviewed/approved by the Audit Committee under a formal policy (threshold >$10,000; fairness and independence tests). The proxy’s Related Person Transactions section does not identify any transactions involving Ms. Reiff; 2024–2025 disclosures focus on special dividends and associated RSU dividend equivalents .
- Audit Committee oversees related-party reviews; Reiff serves on this committee (further mitigating conflict risk) .
Insider Trading and Section 16 Compliance
| Year | Company Disclosure |
|---|---|
| 2024 fiscal year | Company believes all directors, executive officers, and >10% holders complied with Section 16(a) filing requirements, except one late Form 4 by a different insider; no director-level exceptions noted for Ms. Reiff |
| 2023 fiscal year | Company states all directors, executive officers, and >10% holders complied with Section 16(a) filing requirements |
Governance Assessment
-
Strengths:
- Independent director; Audit Committee Financial Expert; sits on a fully independent Audit Committee that met 8 times in FY2024 (high engagement) .
- Robust alignment: exceeds director ownership guideline (25,000 shares) and subject to anti-hedging/pledging policies .
- Attendance: at least 75% of board/committee meetings; board held 6 meetings in FY2024 .
- External perspective from current Etsy directorship and compensation committee role (governance/comp expertise) .
- Shareholder sentiment supportive: Say-on-pay passed with ~98.45% support at 2024 annual meeting, signaling broader governance acceptance (context) .
-
Risks/Watch items:
- Controlled company structure: not a majority-independent board; compensation committee not entirely independent (structural governance risk beyond her control) .
- Dual-class voting concentration (Class B with 5 votes/share) elevates influence of controlling holder; underscores importance of strong independent audit oversight (her remit) .
- Director equity is time-based (not performance-conditioned); however, amount is modest and aligns director and shareholder interests; change-in-control acceleration applies .
No specific red flags (e.g., related-party transactions, pledging, or low attendance) were disclosed for Ms. Reiff. The principal governance risk is the company’s controlled-company status and a non-independent compensation committee, partially mitigated by independent, active audit oversight in which she plays a key role .