Russell Freeman - Director | Cricut (CRCT) Executive Profile & Compensation

About Russell Freeman

Independent director nominee; age 61; director since 2015 via Cricut Holdings board of managers and CRCT since March 2021. Currently Vice Chairman of Petrus Trust Company, LTA; previously CFO of Petrus and COO/CFO of Perot Systems. Holds a B.B.A. in Accounting from Texas Tech University. Described by CRCT as a representative of its largest beneficial owner (Petrus), bringing deep financial expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Petrus Trust Company, LTA	Vice Chairman	Mar 2010–present	Represents controlling shareholder; influence over governance
Petrus Trust Company, LTA	Chief Financial Officer	Apr 2011–Apr 2019	Financial leadership; investor perspective
Perot Systems Corp.	Chief Operating Officer	Aug 2007–Nov 2009	Operations leadership
Perot Systems Corp.	Chief Financial Officer	Aug 2000–Aug 2007	Financial leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Hillwood Energy & HKN Energy (subsidiary)	Chief Executive Officer; Board Member	Jan 2014–present	Energy sector operating leadership
GuideIT, LLC	Board of Managers	Feb 2013–present	Private IT services governance

Board Governance

Board structure: Controlled company under Nasdaq rules; Petrus holds ~72% of total voting power; CRCT relies on exemptions (not majority independent board; compensation committee not entirely independent; nominations function not entirely independent) .
Committee memberships: Audit—Williamson (Chair), Blackwell, Reiff, Zak; Compensation—Makler (Chair), Blasnik. Freeman is not listed as a member of either committee .
Independence: Board identifies four directors (Blackwell, Reiff, Williamson, Zak) as independent; Freeman is not identified as independent and is explicitly described as a representative of Petrus .
Attendance: Board held six meetings in 2024; each director attended at least 75% of board/committee meetings; six directors attended the 2024 annual meeting .
Executive sessions: Non-employee directors and independent directors meet in executive session periodically .
Shareholder mandate: 2025 election—Freeman received 788,236,359 votes “For,” 6,682,791 “Withheld,” with 19,962,173 broker non-votes .

Fixed Compensation (Director)

Year	Fees Paid or Earned in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	$0 (waived by Petrus-affiliated directors)	$0 (waived)	$0	$0

Policy amounts (committee retainers): Audit Chair $50,000; Audit member $20,000; Compensation Chair $20,000; Compensation member $10,000 (paid quarterly, prorated) .
Outside Director Compensation Policy: Petrus-affiliated directors waived cash and equity for fiscal 2024 and 2025 .

Performance Compensation (Director)

Equity policy: Initial RSU grant valued at $450,000 vesting 1/5 annually over five years; annual RSU grant of $125,000 vesting quarterly; full vest on change-of-control (performance awards deemed at 100%) .
Freeman’s awards: No outstanding director equity awards reported as of Dec 31, 2024 (Freeman “—”) .
Performance metrics tied to director compensation: None disclosed; director RSUs are time-based (not performance-based) .

Other Directorships & Interlocks

Company/Entity	Relationship to CRCT	Overlap/Interlock
Petrus Trust Company, LTA	CRCT’s controlling stockholder; Freeman is Vice Chairman	Governance influence; compensation committee comprised of Petrus executives (Makler, Blasnik); no outside consultant used—custom approach
Hillwood Energy/HKN Energy	No disclosed CRCT transactions	External operating role; no related-party transactions disclosed involving Freeman
GuideIT, LLC	No disclosed CRCT transactions	External governance role; no related-party transactions disclosed involving Freeman

Expertise & Qualifications

Financial leadership (CFO/COO), energy industry CEO, investment oversight at Petrus .
Education: B.B.A. in Accounting from Texas Tech University .
Board-level finance and operations credentials; representative of a major shareholder .

Equity Ownership

Holder	Class A Shares	Class B Shares	% of Class A Outstanding	% of Total Voting Power
Russell Freeman (total)	1,158,446	—	2.24%	<1%
Breakdown	897,321 (direct)	—	—	—
Breakdown	261,125 (Russell & Carolyn Freeman Living Trust, 10/5/2018)	—	—	—

Director ownership guideline: Minimum 25,000 shares; Freeman materially exceeds requirement .
Hedging/Pledging: Company prohibits hedging and derivative transactions; pledging prohibited for executive officers; policy applies to officers, directors, employees, and related persons for insider trading controls .

Governance Assessment

Strengths
- Significant personal equity ownership aligns incentives; exceeds director ownership guideline .
- Attendance threshold met; shareholder support strong in 2025 re-election vote .
- Clear related-party transaction policy with audit committee oversight .
Risks/Red Flags
- Controlled company governance: Board not majority independent; compensation committee not independent (comprised of Petrus executives), nominations function not fully independent—heightened risk of principal shareholder influence over pay and governance .
- Freeman is described as representative of controlling shareholder Petrus, which may affect perceived independence despite non-employee status .
- No outside compensation consultant; bespoke approach could reduce market benchmarking rigor .
- Special dividends and equity award dividend equivalents primarily affect executives and certain directors; while not a related-party transaction per se, extensive capital distributions can complicate pay-versus-performance optics .
Net view
- Freeman brings deep finance/operations expertise and strong ownership alignment, but his affiliation with Petrus within a controlled company structure and the non-independent compensation committee are governance risks that investors should monitor, especially around executive compensation decisions and strategic transactions .