Brock Denton

About Brock Denton

D. Brock Denton (age 50) is Senior Vice President, Secretary and General Counsel of Cintas, joined in June 2021 and appointed to his current role in August 2021; he oversees health and safety, corporate affairs, risk management, corporate facilities, legal and compliance . Prior to Cintas, Denton was an associate (1999–2007) and partner (2007–2021) at KMK Law, serving as Cintas’ lead outside counsel and leading the firm’s Business Representation and Transaction Group focused on M&A . Company performance relevant to incentive alignment: fiscal 2025 revenue was $10.34B with 8% organic growth and diluted EPS rose 16.1% to $4.40 from $3.79; Cintas reports a cumulative TSR value of $384.67 on a $100 initial investment by FY2025, with net income of $1,812,281 thousand and diluted EPS of $4.40 in FY2025 .

Past Roles

Organization	Role	Years	Strategic Impact
Keating Muething & Klekamp PLL (KMK Law)	Associate	1999–2007	Lead outside counsel to Cintas; corporate law with emphasis on M&A
Keating Muething & Klekamp PLL (KMK Law)	Partner, Head of Business Representation & Transaction Group	2007–2021	Led all aspects of corporate law and M&A; Cintas’ lead outside counsel

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Salary ($)	$520,000	$538,200	$559,728
Bonus ($)	—	—	—
Stock Awards ($)	$442,103	$503,320	$551,045
Option Awards ($)	$564,102	$502,910	$550,960
Non-Equity Incentive ($)	$496,080	$853,577	$755,316
All Other Compensation ($)	$36,807	$52,328	$33,454
Total ($)	$2,059,092	$2,450,335	$2,450,503

FY2025 base salary was set at $559,728 (+4.0% YoY) .

Performance Compensation

Annual Cash Incentive (FY2025)

Component	Weighting	Threshold	Target	Maximum	FY2025 Actual	Payout
EPS	50%	$3.91 → 25%	$4.12 → 100%	$4.41 → 200%	$4.40 (between Target/Max)	Included in total below
Individual Performance	50%	Does Not Meet Goals → 0%	Meets Goals → 100%	Outstanding Achievement → 200%	Between “Meets” and “Exceeds” (100–150%)	Included in total below
Total FY2025 Annual Cash Incentive	—	—	Target $444,988	Max 200% of target	EPS near max; individual between Meets/Exceeds	$755,316

Long-Term Equity Incentives (FY2025 design and awards)

Element	Metric Weighting	Target Opportunity ($)	Grant Date	Granted	Exercise Price	Vesting
LT Equity Program	EPS 50%; Sales Growth 50%	$1,102,005	Aug 11, 2025	4,569 RS + 15,552 NQ options	$223.88 per option	RS: 3 years; Options: 33%/yr from 3rd–5th anniversary

Equity Ownership & Alignment

Ownership Detail (as of Sep 2, 2025 unless noted)	Value
Beneficial ownership (shares)	45,315; <1% of class
Options exercisable within 60 days	18,692
Unvested restricted stock (shares; market value at $226.50 on 5/31/2025)	29,205; $6,614,933
Unvested options intrinsic value (at $226.50 on 5/31/2025)	$11,271,493
Stock ownership guideline	3x base salary for executive officers
Guideline compliance	All continuing NEOs compliant or within window
Anti-hedging / short-sale policy	Prohibited for officers; options/derivatives require CEO pre-approval tied to planned retirement

Vesting schedule for existing restricted stock:

Vesting Date	Shares
7/26/2025	8,368
8/10/2026	8,048
8/12/2027	8,220
8/11/2028	4,569

Outstanding options by grant:

Grant Date	Exercisable (#)	Unexercisable (#)	Exercise Price	Expiration
8/27/2021	2,724	5,456	$97.93	8/27/2031
7/26/2022	—	39,728	$99.46	7/26/2032
8/10/2023	—	39,736	$122.54	8/10/2033
8/12/2024	—	28,472	$189.91	8/12/2034
8/11/2025	—	15,552	$223.88	8/11/2035

Insider transactions and vesting activity:

FY2025 option exercises: none; stock awards vested: 576 shares; value realized $115,141 .

Employment Terms

No employment or severance agreements for NEOs; severance practice is four weeks’ written notice or four weeks of base salary .
Change-in-control: If awards are assumed/converted, full vesting upon termination without cause or resignation for good reason within 24 months; if not assumed, awards vest upon change-in-control; cash payment limited to four weeks of base salary upon qualifying termination .
Clawback policies: Dodd-Frank Rule 10D-1 recoupment for restatements within 3 years and separate 2011 misconduct clawback covering fraud, detrimental conduct, violations; no indemnification or gross-ups for recovered amounts .
Deferred compensation: Eligible to defer up to 75% of salary and 90% of annual incentive; FY2025 contributions $48,272, earnings $18,208, balance $198,437 .

Investment Implications

Compensation alignment: Denton’s incentives are tied 50% to EPS and 50% to individual performance; company delivered strong FY2025 EPS ($4.40) and 8% organic revenue growth, driving above-target payouts, with LT equity split between RSUs and stock options that vest over 3–5 years .
Insider selling pressure: FY2025 showed no option exercises and minimal RS vesting; upcoming RS vesting dates and substantial unvested option tranches create periodic liquidity events but are governed by anti-hedging and trading policies, reducing speculative risk .
Retention and risk: Absence of cash severance multiples and reliance on equity with double-trigger vesting in a change-in-control suggests retention is driven by long-term equity value rather than guaranteed payouts; clawbacks add discipline to pay-for-performance .
Ownership alignment: Beneficial ownership, compliance with 3x salary stock ownership guidelines, and sizeable unvested equity ($6.6M RS; $11.3M options at FY2025 pricing) indicate strong skin-in-the-game and alignment with shareholder outcomes .
Governance backdrop: High say-on-pay support (~96% in 2024) and clear performance metrics (EPS, sales growth) reinforce a stable, shareholder-aligned pay program .