Joseph Scaminace

About Joseph Scaminace

Joseph Scaminace, age 72, has served on the Cintas Board since 2010 and is designated as the Lead Director. He is an independent director with prior experience as Chairman, President and CEO of Vectra Corporation (formerly OM Group, Inc.) and President/COO of Sherwin-Williams, bringing principal executive officer background and governance expertise. He currently chairs the Nominating & Corporate Governance Committee and the Executive Committee, and serves on the Compensation Committee.

Past Roles

Organization	Role	Tenure	Committees/Impact
Vectra Corporation (formerly OM Group, Inc.)	Chairman, President & CEO	2005–2015	Led diversified industrial growth company; executive leadership experience cited as valuable to Cintas governance and compensation oversight
Sherwin-Williams	President & Chief Operating Officer	Prior to 2005; with company since 1983	Senior operating leadership at a public company; relevant to governance effectiveness

External Roles

Organization	Role	Tenure/Status	Notes
Parker Hannifin Corporation	Director	Current	Public company directorship; provides high-level governance insights
Cleveland Clinic	Board of Trustees	Current	Trustee of major healthcare institution

Board Governance

Independence: Board determined Scaminace is independent under NASDAQ standards; Audit, Compensation, and Nominating committees are composed solely of independent directors.
Lead Director: Board-designated Lead Director; presides over executive sessions (four in FY2025) and coordinates nonemployee director activities.
Committee assignments: Chair, Nominating & Corporate Governance; Chair, Executive Committee; Member, Compensation Committee.
Meetings and attendance: Board met six times in FY2025; each presiding director (including Scaminace) attended at least 75% of Board and applicable committee meetings; all then-presiding directors attended the 2024 annual meeting.
Committee activity levels FY2025: Nominating & Corporate Governance (3 meetings), Audit (7 meetings), Compensation (3 meetings). Executive Committee had no meetings but took actions in writing.
Compensation Committee Interlocks: None; no insider participation conflicts disclosed for FY2025.

Fixed Compensation

Component (FY2025)	Amount (USD)	Detail
Annual Director Retainer	$100,000	Paid quarterly; nonemployee directors reimbursed for reasonable travel
Nominating & Corporate Governance Committee Chair Fee	$35,000	It is Cintas’ practice for the Lead Director to chair this committee
Compensation Committee Member Fee	$12,500	Member fee; chair would be $27,500 but Scaminace is not chair
Total Cash Fees Earned (Joseph Scaminace)	$147,500	Sum of retainer + chair + member fees

Performance Compensation

Equity Element	Grant Date	Quantity	Grant-Date Value (USD)	Vesting	Option Exercise Price
Restricted Stock (RSUs)	Oct 30, 2024	409 shares	$85,011	100% after one year	N/A
Stock Options	Oct 30, 2024	1,393 options	$85,043	100% after one year	$207.85 per share

Annual director equity structure (FY2025): Upon annual election/appointment, nonemployee directors received restricted stock valued at ~$85,000 and options valued at ~$85,000; awards generally vest 100% after one year; per-plan annual cap of $500,000 per director.
Outstanding awards (as of May 31, 2025): RSUs 409; Options 37,317.
Deferral: Directors may elect to defer cash compensation into phantom stock units or an interest-bearing account; no Scaminace deferral is disclosed for FY2025.

Other Directorships & Interlocks

Entity	Relationship	Interlock/Conflict Exposure
Parker Hannifin Corporation	Current outside public board	No CTAS-related party transactions disclosed involving Scaminace in FY2025 proxy
Cleveland Clinic	Board of Trustees	No CTAS-related party transactions disclosed involving Scaminace in FY2025 proxy

Related-party transactions disclosed at CTAS involve the Executive Chairman’s family aircraft arrangement, legal services from KMK Law (Director Coletti is a retired partner emeritus and an in-law of Mr. Farmer), and Joseph Automotive Group services; none identify Scaminace.

Expertise & Qualifications

Principal executive experience (Vectra/OM Group CEO; Sherwin-Williams President/COO) adds insight into compensation, governance, and strategic oversight.
Current public company directorship (Parker Hannifin) provides additional governance perspective and benchmarking capability.
Independent leadership: Lead Director with committee chair roles (Nominating & Corporate Governance; Executive Committee), supporting board effectiveness.

Equity Ownership

Ownership Item	Amount	Notes
Beneficial Ownership (Common Stock)	80,410 shares	Less than 1% of outstanding shares
Options Exercisable within 60 Days (Included above)	37,317 options	Included in beneficial ownership count per footnote
RSUs Outstanding	409 shares	Director RSU grant made Oct 30, 2024
Director Ownership Guideline	5× annual cash retainer	All directors, including Scaminace, are in compliance
Anti-Hedging/Short Sales Policy	Prohibited for directors; compliance reported	Directors cannot hedge or short CTAS; options transactions require advance approval in limited retirement context

Governance Assessment

Board leadership and independence: Scaminace’s role as Lead Director and chair of Nominating & Governance and Executive Committees, combined with independent status, supports robust oversight and board effectiveness; executive sessions (four in FY2025) were presided over by the Lead Director.
Engagement and attendance: Board met six times in FY2025; presiding directors attended ≥75% of meetings; committee cadence suggests active oversight (Nominating 3; Compensation 3); Executive Committee acted in writing despite no formal meetings.
Alignment: Meaningful personal equity stake (80,410 shares including 37,317 options exercisable within 60 days) and compliance with 5× retainer ownership guideline; anti-hedging policy in place.
Compensation mix for directors: Balanced cash retainer plus time-vested RSUs and options (one-year vest), promoting alignment without short-term performance distortion; FY2025 total for Scaminace was $317,554.
Conflicts/related party: No related-party transactions disclosed involving Scaminace; Compensation Committee reported no interlocks/insider participation conflicts.
Shareholder sentiment signal: Prior “say-on-pay” approval of ~96% (2024) indicates strong investor support for compensation governance; in 2025, a shareholder proposal sought lowering the special-meeting threshold to 10% (Board recommended against), highlighting an ongoing governance discussion on shareholder rights.

RED FLAGS: None disclosed specifically involving Scaminace (no related-party transactions, no attendance shortfall, no hedging/pledging noted for him). Monitor Executive Committee activity levels and shareholder rights posture (special meeting threshold) as context for broader governance risk.