Beverly Carmichael

About Beverly K. Carmichael

Beverly K. Carmichael, 66, has served as an independent director of Cintas since 2024 and sits on the Compensation Committee and the Nominating and Corporate Governance Committee. Her background spans executive leadership in human resources and employment law at Red Robin (EVP, Chief People, Culture & Resource Officer, 2017–2019) and Cracker Barrel (SVP & Chief People Officer, 2014–2017), prior leadership roles at Ticketmaster, Rockwell Collins, and Southwest Airlines, and legal practice at Manatt, Phelps & Phillips and Southwest Airlines. The Board affirmed her independence under NASDAQ standards and highlights her expertise in HR and employment law focused on customer and employee experience. She was recognized in 2025 by Women Inc. as one of the Most Influential Corporate Board Directors.

Past Roles

Organization	Role	Tenure	Committees/Impact
Red Robin Gourmet Burgers, Inc.	EVP, Chief People, Culture & Resource Officer	2017–2019	Led HR and legal teams
Cracker Barrel Old Country Store, Inc.	SVP & Chief People Officer	2014–2017	HR leadership
Ticketmaster Entertainment, LLC	Leadership roles	Not disclosed	Leadership positions
Rockwell Collins, Inc.	Leadership roles	Not disclosed	Leadership positions
Southwest Airlines Co.	Leadership roles	Not disclosed	Leadership positions
Manatt, Phelps & Phillips, LLP	Attorney	Not disclosed	Practicing attorney
Southwest Airlines Co.	Attorney	Not disclosed	Practicing attorney

External Roles

Organization	Role	Public/Private	Notes
Pursuit Attractions and Hospitality (NYSE: PRSU), formerly Viad Corp (NYSE: VVI)	Director	Public	Listed among board experience
Blue Apron	Director	Not disclosed	Listed among board experience
Cotton Patch Cafe, Inc.	Director	Private (implied)	Listed among board experience
ezCater, Inc.	Director	Private (implied)	Listed among board experience

Board Governance

Independence and election: The Board determined Carmichael is independent; Cintas elects directors annually for one-year terms with majority voting/resignation policy in uncontested elections.
Committee assignments: Member—Compensation Committee; Member—Nominating & Corporate Governance Committee. FY2025 meetings: Nominating (3), Audit (7), Compensation (3).
Attendance: In FY2025, the Board met six times; each director attended at least 75% of Board and committee meetings of which they were a member; independent directors held four executive sessions.
Leadership/structure: Separate Executive Chairman and CEO; Lead Independent Director is Joseph Scaminace.
Compensation Committee: Members—Melanie W. Barstad (Chair), Beverly K. Carmichael, Joseph Scaminace; committee interlocks/insider participation: none.
Anti-hedging: Directors prohibited from hedging, short sales, and most derivatives (unless pre-approved in limited retirement context); all directors are in compliance.
Director stock ownership guidelines: Minimum 5x annual cash retainer; new directors have five years to comply; currently, all directors are in compliance.

Fixed Compensation

CTAS Director Cash Fee Schedule (FY2025)

Cash Compensation Element	Amount ($)
Annual retainer	100,000
Nominating & Corporate Governance Committee chair	35,000
Audit Committee chair	35,000
Audit Committee member	15,000
Compensation Committee chair	27,500
Compensation Committee member	12,500

Carmichael – Director Compensation (YoY)

Metric	FY2024	FY2025
Fees earned/paid in cash ($)	28,125	109,375
Stock awards ($)	64,041	85,011
Option awards ($)	63,741	85,043
Total ($)	155,907	279,429

Notes:

FY2024 amounts are prorated as she was appointed mid-year (January 25, 2024).
FY2025 cash may reflect committee/service timing versus the schedule (structurally $100k retainer + $12.5k Compensation Committee member).

Performance Compensation

Equity Grants and Vesting (Director Plan)

Grant Date	Instrument	Quantity	Exercise Price ($/sh)	Vesting	Grant Date Fair Value ($)
Jan 25, 2024	Restricted stock	428	—	(Not specifically stated; director grants generally vest 100% after 1 year)	64,041 (FY2024 stock award value)
Jan 25, 2024	Options	1,476	149.63	(Not specifically stated; director grants generally vest 100% after 1 year)	63,741 (FY2024 option award value)
Oct 30, 2024	Restricted stock	409	—	100% after 1 year from grant (i.e., on/around Oct 30, 2025)	85,011 (FY2025 stock award value)
Oct 30, 2024	Options	1,393	207.85	100% after 1 year from grant (i.e., on/around Oct 30, 2025)	85,043 (FY2025 option award value)

Performance metrics: Director equity awards are time-based; no performance condition (Cintas states annual director grants of restricted stock and stock options with time-based vesting).

Other Directorships & Interlocks

Company	Role	Notes
Pursuit Attractions and Hospitality (NYSE: PRSU), formerly Viad Corp (NYSE: VVI)	Director	Public company experience listed
Blue Apron	Director	Listed among board experience
Cotton Patch Cafe, Inc.	Director	Listed among board experience
ezCater, Inc.	Director	Listed among board experience

Compensation Committee interlocks: None reported for FY2025 members (including Carmichael).

Expertise & Qualifications

Human resources and employment law expertise with executive-level leadership in multi-unit consumer/restaurant and airline/technology-adjacent companies.
Experience developing strategies to enhance employee and customer experiences and maximize performance; Board cites these as value-add for Cintas.
Recognized by Women Inc. (2025) as one of the Most Influential Corporate Board Directors.

Equity Ownership

As of	Beneficial Ownership (shares)	Options Included (exercisable ≤60 days)	Restricted Stock Outstanding (#)	Options Outstanding (#)	% of Class
Sept 12, 2024	428	1,476	428 (outstanding RS at 5/31/24)	1,476 (outstanding options at 5/31/24)	<1%
Sept 2, 2025	3,706	2,869	409 (outstanding RS at 5/31/25)	2,869 (outstanding options at 5/31/25)	<1%

Ownership alignment policies:

Director ownership guideline: 5x annual cash retainer; five years to comply; currently, all directors are in compliance.
Anti-hedging/short-sale restrictions for directors; all directors are in compliance.
No shares pledged by Carmichael disclosed; pledging disclosures in proxy reference other individuals.

Governance Assessment

Strengths: Independent status; active committee roles (Compensation and Nominating & Corporate Governance); Board-wide attendance ≥75% with regular independent executive sessions; strong ownership alignment via 5x retainer guideline; anti-hedging policy; no related-party transactions disclosed involving Carmichael; no compensation committee interlocks.
Compensation mix: Balanced cash/equity (FY2025: $109,375 cash; ~$170k equity split between RS and options) with one-year vesting; equity is time-based (no performance metrics), consistent with standard director practice.
Board refreshment and appointment: Board expanded to 11 and appointed Carmichael on Jan 25, 2024, following a search led by the Nominating & Corporate Governance Committee; she now stands for annual election.
Shareholder sentiment context: Say-on-pay garnered ~96% approval in 2024, indicating broad investor support for compensation governance (contextual, not director-specific).

RED FLAGS

None specific to Carmichael identified in CTAS’ latest proxy and 8-K disclosures (no related-party transactions, no hedging/pledging disclosures, attendance ≥75%).