Melanie Barstad

About Melanie W. Barstad

Independent director at Cintas since 2011; age 72 (as of the 2025 proxy). Former President of Women’s Health in Johnson & Johnson’s Medical Device & Diagnostics Division with 23 years at J&J (retired 2009), serving on multiple J&J operating company boards; honored by Auburn University (Lifetime Achievement Award, 2018) and Women Inc. (Most Influential Corporate Board Directors in 2019, 2023, 2025). Education not disclosed in the proxy. Core credentials: global healthcare operating executive, board leadership experience, and independence under NASDAQ rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Johnson & Johnson Family of Companies	President, Women’s Health, Medical Device & Diagnostics; management board member (J&J Health Care Systems, Ethicon Endo Surgery, J&J Medical)	23 years; retired 2009; management boards 1997–2009	Led complex enterprise-wide businesses; deep healthcare industry expertise
Auburn University Foundation	Director; Chair, Directorship Committee; Executive Committee member	2008–2016	Governance leadership at a major academic foundation

External Roles

Organization	Role	Current/Past	Notes
Women Inc.	Most Influential Corporate Board Directors	2019, 2023, 2025	Recognition for board influence
Agenda Compensation 100	Listed	Past	Recognition noted in 2024 proxy

Board Governance

Independence: Determined independent under NASDAQ listing standards; all standing committees composed solely of independent directors.
Committee assignments (FY 2025): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee.
Attendance and engagement: Board met six times in FY 2025; each director attended ≥75% of Board and relevant committee meetings; independent directors held four executive sessions (Lead Director presiding). Committee meetings FY 2025: Nominating (3), Audit (7), Compensation (3).
Lead Independent Director: Joseph Scaminace; also chairs Nominating & Corporate Governance and Executive Committees.

Fixed Compensation

Nonemployee director cash program and Barstad’s cash fees:

Element	FY 2024 ($)	FY 2025 ($)
Annual retainer	100,000	100,000
Compensation Committee chair fee	27,500	27,500
Compensation Committee member fee (if not chair)	12,500	12,500
Nominating & Corporate Governance chair fee	35,000	35,000
Audit Committee chair fee	35,000	35,000
Audit Committee member fee	15,000	15,000

Barstad – Fees Earned (Cash)	FY 2024	FY 2025
Fees Earned or Paid in Cash	108,500	120,000

Notes:

Directors may defer cash into phantom stock units or a fixed-income account; Barstad elected phantom units and received 768 units in FY 2024 and 617 units in FY 2025.

Performance Compensation

Annual equity grants to nonemployee directors are time-based (not performance-tied); typical one-year cliff vesting.

Grant Detail	FY 2024 (Oct 25, 2023)	FY 2025 (Oct 30, 2024)
Restricted stock shares granted (to each nonemployee director)	680 shares; 100% vest after 1 year	409 shares; 100% vest after 1 year
Stock options granted (to each nonemployee director)	2,352 options @ $125.38; 100% vest after 1 year	1,393 options @ $207.85; 100% vest after 1 year
Barstad – Stock Awards (fair value)	$85,257	$85,011
Barstad – Option Awards (fair value)	$85,107	$85,043

Plan limits and governance:

Nonemployee director annual grant cap under Amended 2016 Plan: $500,000 grant-date value; increased from $300,000 in 2024.
Anti-hedging policy prohibits directors from hedging, short-selling, or derivative transactions in company stock (outside plan grants); all directors in compliance.
Equity awards for directors vest time-based; no director-specific performance metrics disclosed.

Other Directorships & Interlocks

Person	Current Public Company Boards	Interlocks/Relationships
Melanie W. Barstad	Not disclosed	None disclosed in related party transactions section

Expertise & Qualifications

Healthcare operating executive (J&J) with enterprise P&L and board-level management experience; brings sector knowledge and large-company governance perspective.
Recognized for board influence (Women Inc.) and prior academic foundation governance (Auburn University).
Independent director, contributing to compensation and nominating/governance oversight.

Equity Ownership

Ownership Item	Value
Common stock beneficially owned (Sep 2, 2025)	73,954 shares (<1% of class)
Options outstanding (as of FY 2025 table)	47,865 options
Restricted stock outstanding	409 shares
Phantom stock units credited (Sep 2, 2025)	4,041 units (no voting rights)
Director stock ownership guideline	Minimum 5× annual cash retainer; all directors compliant
Anti-hedging policy	Applies to directors; all in compliance

Compensation Structure Signals

Item	FY 2024	FY 2025
Barstad – Total director compensation	$278,864	$290,054
Mix (qualitative)	Cash + time-based equity (RS + options)	Cash + time-based equity (RS + options)
Plan governance changes	Amended 2016 Plan extended to 2034; director cap raised to $500k; repricing prohibited; clawbacks apply

Say-on-Pay & Shareholder Feedback

Year	Say-on-Pay Approval
2023 (proxy reference)	~98% approval
2024 (proxy reference)	~96% approval

Additional governance:

Majority voting in uncontested director elections with resignation policy.
Lead Director and independent committee leadership; annual evaluations and executive sessions.

Potential Conflicts and Related-Party Exposure

No related-party transactions disclosed involving Barstad.
Related-party items involve Executive Chairman family interests (aircraft) and law firm KMK (director Coletti); Audit Committee reviews such transactions for best interests of the company.

Governance Assessment

Strengths: Independent status; chairing the Compensation Committee; consistent attendance; robust equity/compensation governance (clawbacks, anti-hedging, option repricing prohibition, majority voting); strong say-on-pay support indicating investor confidence.
Alignment: Meaningful share/option holdings; adherence to 5× retainer ownership guideline; ability to defer fees into phantom stock units aligns incentives.
Watch items: Amended plan increased director award cap to $500k (still capped and subject to committee oversight); continued monitoring of compensation committee decisions under Barstad’s chair role for pay-for-performance rigor.