James Rozakis

About James Rozakis

James N. Rozakis, 47, is Executive Vice President and Chief Operating Officer of Cintas. He joined Cintas in 1999, served as Senior Vice President, Rental Division from 2016–2020, led the Rental Division as President & COO from 2020–2023, and was appointed Company EVP & COO in June 2023; he is responsible for all business divisions, enterprise sales, process improvements, apparel innovation and strategy, and marketing . In fiscal 2025, Cintas delivered record revenue of $10.34B (+8% organic) and diluted EPS of $4.40 (+16.1% YoY), with all-time highs in gross and operating margins; incentive metrics tied to EPS and sales growth for Rozakis paid between Target and Maximum based on $4.40 EPS and 7.7% sales growth . Education is not disclosed in the proxy biography .

Past Roles

Organization	Role	Years	Strategic Impact
Cintas	Senior Vice President, Rental Division	2016–2020	Rental Division leadership; scaled rental operations and growth
Cintas	President & Chief Operating Officer, Rental Division	2020–2023	Led Rental Division; operational and commercial execution
Cintas	Executive Vice President & Chief Operating Officer	2023–Present	Oversees all business divisions; enterprise sales; process improvements; apparel innovation/strategy; marketing

External Roles

Organization	Role	Years	Strategic Impact
Not disclosed in proxy biography	—	—	No external directorships or roles disclosed

Fixed Compensation

Component	FY2025	Notes
Base Salary ($)	$675,338	+3.5% vs prior year approved by Compensation Committee
All Other Compensation ($)	$34,100	Includes automobile allowance, executive medical, Partners’ Plan contributions; perquisites kept minimal

Performance Compensation

Annual Cash Incentive – FY2025 Structure and Outcomes

Metric	Weight	Threshold	Target	Maximum	Actual FY2025	Payout ($)
Diluted EPS	42.5%	$3.91 (25%)	$4.12 (100%)	$4.41 (200%)	$4.40 (between Target and Max)	$1,210,152 (EPS+Sales subtotal)
Sales Growth (YoY)	42.5%	5.6% (25%)	7.1% (100%)	10.1% (200%)	7.7% (between Target and Max)	Included above (EPS+Sales subtotal)
Non-Financial Goals	15.0%	Does Not Meet (0%)	Meets (100%)	—	Meets Goals	$134,220
Total Annual Incentive ($)	—	—	—	—	—	$1,344,372
Target Annual Incentive ($)	—	—	$894,799	—	—	Plan design; +29.4% target vs prior year

Notes:

EPS and Sales Growth goals identical across participants and derived from operating plan .
Payouts for EPS/Sales interpolate linearly between levels; non-financial capped at 100% .

Long-Term Equity Incentives – FY2025 Design and Grants

Element	Target Award ($)	Performance Metrics	Award Form	Grant Date	Quantity	Terms
FY2025 LTI Target	$1,652,856	50% EPS / 50% Sales Growth	Mix of options and RS	—	—	Equity awarded based on FY2025 EPS/Sales achievements
Stock Options	—	EPS/Sales achievements	Options	8/11/2025	23,326	Exercise price $223.88; 10-year term; vest 33% per year starting 3rd anniversary (years 3–5)
Restricted Stock	—	EPS/Sales achievements	RS	8/11/2025	6,852	Vests 3 years from grant
Stock Options	—	EPS/Sales achievements	Options	8/15/2024	14,660	Exercise price $191.935; 10-year term; vest 33% per year starting 3rd anniversary (years 3–5)
Restricted Stock	—	EPS/Sales achievements	RS	8/15/2024	4,306	Vests 3 years from grant

Equity Ownership & Alignment

Beneficial Ownership and Guideline Compliance

Item	Value	Notes
Total Beneficial Ownership (Shares)	277,897	As of Sept 2, 2025
Ownership (% of Shares Outstanding)	<1%	Less than 1% of 404,391,450 shares
Options Exercisable within 60 Days	0	Included in beneficial ownership footnote
Unvested Restricted Stock (Shares / Value)	35,732 / $8,093,298	As of 5/31/2025 plus 8/11/2025 grants
Stock Ownership Guidelines	3x base salary for non-CEO execs	All continuing NEOs in compliance or within window
Hedging/Pledging	Hedging and short sales prohibited; no pledging disclosed for Rozakis	Anti-hedging for officers; pledges disclosed for certain others, none for Rozakis

Upcoming RSU Vesting Schedule (James N. Rozakis)

Vesting Date	RSU Shares
7/26/2025	8,776
8/10/2026	9,348
8/12/2027	10,756
8/11/2028	6,852

Outstanding Option Awards (Unexercised and Unvested)

Grant Date	Unexercised Options (Unexercisable)	Exercise Price ($)	Expiration Date
7/28/2020	8,272	73.39	7/28/2030
7/27/2021	33,800	97.22	7/27/2031
7/26/2022	41,656	99.46	7/26/2032
8/10/2023	41,616	122.54	8/10/2033
8/10/2023	9,544	122.54	8/10/2033
8/12/2024	37,284	189.91	8/12/2034
8/11/2025	23,326	223.88	8/11/2035

Notes: Options vest 33% annually starting on the 3rd anniversary of grant; 10-year term .

FY2025 Exercises and Vesting (Supply Overhang Indicator)

Item	Quantity	Value Realized ($)
Options Exercised (FY2025)	48,312	$5,509,757
RS/Stock Awards Vested (FY2025)	16,900	$3,216,873

Employment Terms

Agreements, Policies, and Clawbacks

No employment or severance agreements; practice of four weeks’ written notice or pay in lieu; no change-in-control policy beyond equity plan terms .
Change-in-control equity: if assumed or replaced, full vesting upon termination without cause or for good reason within 24 months post-CoC; if not assumed, immediate vesting at change-in-control; four weeks’ base salary cash if terminated .
Clawbacks: Dodd-Frank Rule 10D-1 compliant Recoupment Clawback Policy (3-year lookback for restatements; includes stock price/TSR adjustments) and 2011 Misconduct Clawback Policy for detrimental conduct; no indemnification or gross-ups for clawbacks .

Potential Payments to James Rozakis (as of 5/31/2025)

Scenario	Cash Payments ($)	Value of Unvested Options ($)	Value of Unvested RS ($)	Insurance ($)	Total ($)
Involuntary Termination Without Cause	51,948	—	—	—	51,948
Retirement	—	—	—	—	— (not retirement eligible per footnote)
Death	—	18,749,393	8,093,298	100,000	26,942,691
Disability	—	18,749,393	8,093,298	—	26,842,691
Qualifying Termination in Connection with Change-in-Control	51,948	18,749,393	8,093,298	—	26,894,639

Notes: Cash equals approximately four weeks of base salary as of 5/31/2025 .

Multi-Year Compensation (Summary Compensation Table)

Metric	FY2023	FY2024	FY2025
Salary ($)	520,000	652,500	675,338
Stock Awards ($)	442,103	867,228	826,472
Option Awards ($)	564,102	1,091,912	826,384
Non-Equity Incentive ($)	496,080	1,127,647	1,344,372
All Other Compensation ($)	36,807	153,867	34,100
Total ($)	2,059,092	3,893,154	3,706,666

Compensation Structure Observations

Pay-for-performance: Annual and long-term incentives weighted to EPS and sales growth; LT equity split between options and RS aligns upside with shareholder outcomes .
Mix shifts: Continued use of options alongside RS indicates maintenance of at-risk equity mix (options confer upside only above grant price; RS vests on time) .
Ownership alignment: Executive ownership guideline at 3x salary; all continuing NEOs compliant; anti-hedging in place; no pledging disclosed for Rozakis .

Governance and Shareholder Feedback

Say-on-Pay support: 2024 advisory vote ~96% approval; Compensation Committee maintained program structure given strong support .
Benchmarking: Market adjustments to incentive targets referenced for companies with $10–$20B revenue; peer group median revenue ~$12B (names not disclosed in proxy for comp benchmarking) .
TSR context: Company TSR rose materially over 2021–2025 per Pay vs Performance, with $100 becoming $384.67 by FY2025; EPS progression to $4.40 supports incentive outcomes .

Investment Implications

High alignment with shareholder outcomes: Incentives are tied to EPS and sales growth; actual FY2025 metrics were between Target and Maximum, driving meaningful cash incentive and LT equity grants; equity-heavy mix and option usage strengthen alignment with performance and valuation expansion .
Retention dynamics: No guaranteed severance multiples or employment contracts; retention relies on substantial unvested equity with multi-year vesting and double-trigger protection post change-in-control, which mitigates abrupt departure risk while constraining cash costs .
Insider supply considerations: FY2025 option exercises (48,312 shares) and scheduled RSU vestings through 2028 indicate periodic supply; options granted in 2024 and 2025 begin vesting in 2027 and 2028, creating future potential selling pressure windows aligned with trading policies and blackout periods .
Risk controls and red flags: Robust clawbacks (recoupment and misconduct), anti-hedging policy, and ownership guidelines reduce governance risk; no pledging disclosed for Rozakis; related-party items disclosed elsewhere in proxy are not tied to Rozakis .