Steven Blasnik

About Steven Blasnik

Steven Blasnik (age 67) is a long-tenured investor and director affiliated with Petrus Trust Company, LTA. He has served on Cricut, Inc.’s board since March 2021 and previously on the board of managers of Cricut Holdings since February 2018 . He holds a B.S.E. in Mechanical and Aerospace Engineering from Princeton University and a J.D. from Harvard Law School . He is not classified as an independent director under Nasdaq rules; CRCT is a controlled company with Petrus holding a majority voting stake, and the board identifies independent directors elsewhere (Reiff, Williamson, Zak, Blackwell) .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; committee chaired by Jason Makler .
• Compensation Committee structure: Two members, both Petrus-affiliated (Makler Chair; Blasnik member). CRCT does not use an outside compensation consultant and emphasizes a customized, investor-aligned pay philosophy .
• Audit Committee: Independent directors (Williamson Chair; Reiff; Zak; Blackwell in 2025) with eight meetings held in 2024 .
• Board independence and controlled company status: Petrus controls majority voting power; CRCT relies on Nasdaq controlled company exemptions (board not majority independent; compensation committee not entirely independent) .
• Attendance: In 2024, the board held six meetings; each director attended at least 75% of board and applicable committee meetings .
• Executive sessions: Non-employee and independent directors meet in executive session periodically .
• Say-on-pay: 2024 advisory vote approved; votes “For” 665,657,127; “Against” 10,425,315; “Abstain” 441,035 . Management reported ~98.45% approval in the 2025 proxy .

Fixed Compensation (Director)

• Outside Director Compensation Policy: In May 2024 amended; 2025 cash retainers are $50,000 for Audit Chair ($20,000 members) and $20,000 for Compensation Chair ($10,000 members) .
• Petrus-affiliated directors (including Blasnik) waived cash and equity compensation for fiscal years 2024 and 2025 .

2024 Director Compensation (for CRCT board):

Notes: “All Other Compensation” entries reflect adjustments tied to special dividends under the 2021 Equity Incentive Plan .

Performance Compensation (Director)

• Annual director equity grants under the policy: $125,000 RSUs vest quarterly across four quarters; initial RSU grants for new non-employee directors are $450,000 RSUs vesting over five years; change-in-control accelerates vesting to 100% .
• For Blasnik, equity compensation was waived for 2024–2025; he had no outstanding director stock awards as of year-end 2024 .

Performance Metric Table (Director awards—policy design; none granted to Blasnik in FY 2024):

Other Directorships & Interlocks

• Public company boards: Former director of Perot Systems Corp. (1994–2009) .
• Governance interlocks: Dual service with Jason Makler on CRCT Compensation Committee; both are Petrus-affiliated, which is CRCT’s controlling stockholder—a structural interlock via ownership and compensation oversight .

Expertise & Qualifications

• Education: B.S.E. Mechanical & Aerospace Engineering (Princeton); J.D. (Harvard Law School) .
• Industry and functional expertise: Decades of investment management leadership; prior public company board experience; financial background informing pay philosophy and capital allocation .

Equity Ownership

Beneficial ownership (as of March 31, 2025):

Notes: “*” indicates less than 1% . Class B common stock is convertible on a one-for-one basis into Class A shares . Blasnik’s Class B holdings include 2,530,714 shares directly and 400,000 shares held via family trusts (Julie Blasnik 2020 Trust; Sarah Blasnik 2020 Trust) . CRCT prohibits hedging/pledging for executives; insider trading policy extends broadly across insiders .

Outstanding director equity awards (as of Dec 31, 2024):

Governance Assessment

• Strengths

  • Robust Audit Committee independence and financial expertise (Williamson, Reiff, Zak, Blackwell; 8 meetings in 2024) .
  • Board and committee attendance at least 75% in 2024, indicating engagement .
  • High 2024 say-on-pay support (~98%); formalized pay philosophy; prohibition on hedging/pledging .
  • Director stock ownership guideline (≥25,000 shares), which Blasnik far exceeds via Class B holdings, indicating alignment .

• Risks and potential conflicts

  • Controlled company structure with Petrus majority voting control; reliance on Nasdaq governance exemptions (board not majority independent; compensation committee not entirely independent) .
  • Compensation Committee comprised solely of Petrus-affiliated directors (Makler and Blasnik) and no outside compensation consultant, heightening perceived pay-setting conflicts and reducing independent oversight .
  • Concentrated ownership may limit minority shareholder influence; Blasnik’s role as Petrus representative on comp oversight amplifies this dynamic .

• RED FLAGS

  • Non-independent Compensation Committee leadership and membership (structural conflict risk) .
  • Controlled company governance exemptions reduce independent checks and balances .
  • No external compensation consultant engaged for executive pay .

Overall implication: Blasnik’s significant ownership and investor credentials support alignment with the controlling shareholder, but his non-independent status on the Compensation Committee and CRCT’s controlled company exemptions present governance risk factors for minority shareholders, particularly around executive pay oversight and broader board independence .