Karen Carnahan

About Karen Carnahan

Karen L. Carnahan, age 71, has served as an independent director of Cintas since 2019. She is designated an Audit Committee financial expert under SEC guidelines and serves on the Audit Committee and the Nominating and Corporate Governance Committee. Her background includes more than 30 years at Cintas with 20+ years in executive roles, including Vice President & Treasurer, Vice President of Corporate Development, and President & COO of Cintas’ document management division; she later served as COO of Shred‑it following the 2014 merger of Cintas’ document management business and retired in 2015 . The Board has affirmatively determined her independence under NASDAQ standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cintas Corporation	EVP-level roles including Vice President & Treasurer; Vice President Corporate Development; President & COO, Document Management Division	30+ years employment; 20+ years executive leadership	Deep operational and financial expertise; internal strategic knowledge
Shred‑it International Inc.	Chief Operating Officer	2014–2015	Led operations post-merger integration; retired 2015

External Roles

Organization	Role	Tenure	Notes
Touchstone Investments (Western & Southern Financial Group)	Board of Trustees	Not disclosed	Governance role at a mutual fund complex

Board Governance

Committee assignments: Audit Committee member (financial expert); Nominating & Corporate Governance Committee member; not a committee chair .
Independence: Board determined Ms. Carnahan is independent under NASDAQ standards; all three standing committees are 100% independent .
Attendance: Board met 6 times in fiscal 2025; each presiding director (including committee members) attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions presided by Lead Director Joseph Scaminace .
Audit Committee scope: Oversight of auditor independence, information security/cyber risk (CIO/CISO quarterly updates; annual comprehensive review), complaint procedures, and pre-approval of audit/non-audit services .

Committee	Members (incl. Carnahan)	Meetings FY2025
Nominating & Corporate Governance	Carnahan, Barstad, Carmichael, Mucci, Scaminace, Tysoe	3
Audit	Carnahan, Mucci, Tysoe (Chair)	7
Compensation	Barstad (Chair), Carmichael, Scaminace	3

Fixed Compensation

Element (FY2025)	Amount ($)	Disclosure
Annual cash retainer	100,000
Audit Committee member fee	15,000
Total cash fees (Karen L. Carnahan)	115,000
Phantom stock units elected (FY2025)	590 units
Director ownership guideline	5× annual cash retainer; all directors in compliance
Anti-hedging policy (directors)	Hedging and short sales prohibited; compliance affirmed

FY2025 Nonemployee Director Compensation	Fees Earned ($)	Stock Awards ($)	Option Awards ($)	Total ($)
Karen L. Carnahan	115,000	85,011	85,043	285,054

Performance Compensation

Directors receive time-based equity without performance metrics; awards vest 100% one year from grant. In FY2025, each nonemployee director was granted 409 restricted shares and options for 1,393 shares at a $207.85 exercise price on Oct 30, 2024; grant values were approximately $85,000 each for RSUs and options; awards generally vest after one year .

Equity Award Detail (Directors FY2025)	Grant Date	Quantity	Grant-date Value ($)	Exercise Price ($)	Vesting
Restricted Stock (RSUs)	Oct 30, 2024	409 shares	85,011 (Carnahan)	N/A	100% after 1 year
Options	Oct 30, 2024	1,393 options	85,043 (Carnahan)	207.85	100% after 1 year

No director performance metrics disclosed (e.g., EPS/TSR) for equity awards; awards are time-based .

Other Directorships & Interlocks

Current public company boards: None disclosed for Ms. Carnahan; only Touchstone Investments Board of Trustees is listed .
Shared directorships/potential interlocks: None disclosed involving Ms. Carnahan; related party relationships disclosed in the proxy concern other directors (Executive Chairman’s aircraft arrangement; KMK Law engagement linked to Mr. Coletti; Joseph Automotive services), not Ms. Carnahan .

Expertise & Qualifications

Audit Committee financial expert designation per SEC guidelines .
Financial, corporate development, and operating leadership from prior Cintas executive roles; deep knowledge of Cintas’ business .
Recognitions: Women Inc. “Most Influential Corporate Board Directors” (2023, 2025) .

Equity Ownership

Ownership Detail (as of Sep 2, 2025 unless noted)	Amount
Beneficially owned shares	47,082
Ownership % of class	<1%
Options exercisable within 60 days	22,329
Restricted stock outstanding (May 31, 2025)	409
Options outstanding (May 31, 2025)	22,329
Phantom stock units credited (cumulative)	6,172
Shares pledged as collateral	None disclosed for Ms. Carnahan
Compliance with director ownership guideline	All directors in compliance

Governance Assessment

Board effectiveness: Ms. Carnahan brings complementary finance and operating expertise and is an Audit Committee financial expert, strengthening audit oversight (including cybersecurity), with confirmed independence and solid attendance, supporting investor confidence .
Alignment: Mix of cash and equity with time-based vesting, personal phantom stock deferrals (590 units in FY2025 and 6,172 units credited cumulatively) and compliance with 5× retainer ownership guideline demonstrate alignment without excessive risk-taking incentives .
Conflicts: No related-person transactions involving Ms. Carnahan disclosed; broader related-party items are overseen by the independent Audit Committee, though the company notes its related-party approval process is not in a standalone written policy—approval is via committee resolutions (monitoring point, not tied to Ms. Carnahan) .
RED FLAGS: None identified specific to Ms. Carnahan—no pledging or hedging, independence affirmed, strong committee engagement and attendance. Company-wide say‑on‑pay support was ~96% in 2024, indicating general shareholder confidence in pay governance framework (context) .