Martin Mucci

About Martin Mucci

Independent director of Cintas (CTAS), age 65, serving since 2023. He sits on the Audit Committee (designated an audit committee financial expert) and the Nominating & Corporate Governance Committee, with prior experience as CEO of Paychex (2010–2022) and senior operating roles at Frontier Communications. Currently Chairman of the Board at Paychex and a director at Royal Oak Realty Trust (private, non-traded REIT). The Board has affirmatively determined his independence under NASDAQ standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Paychex, Inc.	Chief Executive Officer	Sep 2010 – Oct 2022	Led digital transformation, customer experience, corporate financial matters for a public company .
Paychex, Inc.	SVP, Operations	Joined 2002	Scaled operations and customer delivery .
Frontier Communications of Rochester	President of Telephone Operations; President & CEO of Frontier Telephone of Rochester	20-year career (dates not disclosed)	Senior P&L responsibility in telecom operations .

External Roles

Organization	Role	Tenure/Status	Notes
Paychex, Inc.	Chairman of the Board	Current	Public company board leadership .
Royal Oak Realty Trust	Director	Current	Private, non-traded REIT .

Board Governance

Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee member; Audit Committee financial expert designation by the Board .
Independence: Board determined Mucci and all nonemployee directors on committees are independent under NASDAQ and SOX requirements .
Attendance and engagement: Board met six times in fiscal 2025; each presiding director attended ≥75% of Board and relevant committee meetings; independent directors held four executive sessions without management, presided by the Lead Director .
Committee activity levels: Fiscal 2025 meetings – Nominating & Corporate Governance (3), Audit (7), Compensation (3) .
Audit oversight scope: Audit Committee covers auditor appointment/independence, internal controls, and information security (quarterly CIO/CISO updates; annual comprehensive security review, training and PCI compliance monitoring) .
Leadership structure context: Separate Executive Chairman and CEO; Lead Director designated (Joseph Scaminace) .
Anti-hedging policy: Directors prohibited from hedging/short-selling; all directors in compliance .
Director stock ownership guideline: Minimum holding equal to 5x annual cash retainer; all directors currently in compliance .

Fixed Compensation

Component	Policy Detail	Martin Mucci – Fiscal 2025
Annual cash retainer	$100,000 (paid quarterly)	$100,000
Audit Committee member fee	$15,000 (member; chairs receive $35,000)	$15,000
Nominating & Corporate Governance member fee	Included in retainer for all independent directors	Included
Total cash fees (FY25)	Sum of retainer + applicable committee member fees	$115,000
Meeting fees	None disclosed	—
Reimbursements	Reasonable out-of-pocket travel expenses	Policy applies to all directors

Performance Compensation

Directors receive time-based equity (no performance metrics); annual grants vest 100% after one year.

Grant Detail	FY25 Director Equity Program Terms	Martin Mucci – FY25 Grants/Status
Annual restricted stock	~$85,000 value; 409 shares granted on Oct 30, 2024; vests 1 year	409 shares of restricted stock outstanding
Annual stock options	~$85,000 value; 1,393 options @ $207.85 strike (10/30/2024); 10-year term; 100% vest at 1 year for directors	Options outstanding: 5,021 (aggregate outstanding), includes current/prior grants
Director annual equity cap	≤ $500,000 aggregate grant-date value per calendar year	Within cap

No director performance-based metrics (EPS/TSR/ESG) are disclosed; grants are time-based for directors .

Other Directorships & Interlocks

Company	Relationship to CTAS	Interlock/Transaction
Paychex, Inc.	No CTAS-related transactions disclosed	None disclosed; Mucci is Chairman
Royal Oak Realty Trust	Private REIT; no CTAS-related transactions disclosed	None disclosed
Compensation Committee Interlocks (CTAS)	Committee members have no officer roles at companies where CTAS executives serve	None in FY25; Mucci not on Compensation Committee

Expertise & Qualifications

Audit committee financial expert under SEC guidelines; deep understanding of accounting, disclosures, and controls .
Senior leadership in digital transformation and customer experience at Paychex; public company financial oversight experience .
Governance skills aligned with risk oversight and strategic execution; independent director .

Equity Ownership

Measure	Amount	Notes
Total beneficial ownership	7,642 shares	As of Sept 2, 2025
Options exercisable within 60 days	5,021 shares	Included in beneficial ownership footnote
Restricted stock outstanding	409 shares	Director equity outstanding
Ownership as % of shares outstanding	~0.0019%	7,642 / 404,391,450; CTAS shares outstanding Sept 2, 2025
Pledging of CTAS shares	None disclosed for Mucci	Pledges disclosed for other individuals, not Mucci
Director ownership guideline	5x annual retainer; compliance status: in compliance	All directors currently in compliance
Anti-hedging compliance	In compliance	Company policy prohibits hedging/shorting; all directors compliant

Governance Assessment

Board effectiveness: Mucci enhances audit rigor and governance through his audit financial expert designation and public company CEO/Chair experience; Audit Committee met seven times, indicating active oversight of financial reporting and cybersecurity .
Independence and attendance: Independent status and ≥75% meeting attendance meets market expectations; executive sessions held four times strengthen independent oversight .
Alignment and incentives: Director pay mix is balanced (cash + time-based equity) with modest annual equity grants and strict $500k cap; 5x retainer stock ownership guideline and anti-hedging policy positively align interests with shareholders .
Conflicts and related parties: No related-party transactions involve Mucci; disclosed related-party items relate to other directors/executives and are reviewed/approved by the Audit Committee, mitigating conflict risks .
Shareholder sentiment signals: 2024 say-on-pay support at ~96% suggests broad investor confidence in CTAS compensation governance; however, a shareholder proposal seeks lowering special meeting threshold to 10% (Board recommends against), signaling ongoing governance engagement dynamics investors should monitor .

Supporting Data (Director Compensation – FY25)

Component	Amount ($)
Fees Earned/Paid in Cash	115,000
Stock Awards (grant-date fair value)	85,011
Option Awards (grant-date fair value)	85,043
Total	285,054

Board Governance Context (Committee Composition & Meetings)

Committee	Membership (Mucci)	Meetings (FY25)
Audit	Member; financial expert	7
Nominating & Corporate Governance	Member	3
Compensation	Not a member	3
Board overall	Independent sessions: 4; Board meetings: 6	Attendance ≥75%

Director independence and committee composition: all three standing committees are fully independent; audit/compensation/nominating charters available on CTAS IR site .

RED FLAGS and Watch Items

Special meeting threshold governance debate: a shareholder proposal to reduce threshold to 10% reflects investor appetite for enhanced shareholder rights; while not specific to Mucci, board-level stance bears monitoring for governance optics .
No hedging/pledging issues for Mucci disclosed; continue monitoring compliance with anti-hedging policy and ownership guideline .
Related-party transactions do not include Mucci; Audit Committee oversight of related-party reviews is a mitigating control .