Robert Coletti

About Robert E. Coletti

Robert E. Coletti, age 68, has served on the Cintas Board since 2016 and is a retired partner emeritus of Keating Muething & Klekamp PLL (KMK Law), where he joined in 1982, became partner in 1988, and senior partner in 2016, with a practice focused on corporate, securities, and financing matters . He currently sits on Cintas’ Executive Committee and is not classified by the Board as an independent director; the proxy’s independence determination lists independent nonemployee directors and does not include Coletti . The Board views his long-standing advisory relationship with Cintas and legal expertise as valuable credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
Keating Muething & Klekamp PLL (KMK Law)	Partner; Senior Partner; Partner Emeritus	Joined 1982; Partner 1988; Senior Partner 2016	Corporate/securities/financing practice
Miami University Board of Trustees	Trustee	2014–2021	Governance oversight
Miami University Foundation	Trustee; Chairman of the Board	Trustee 2006–2012; Chairman 2010–2012	Foundation leadership

External Roles

Organization	Role	Tenure	Notes
The Everglades Foundation	Director	Current	Non-profit board service
Gilligan Oil Company	Director	Current	Private company board service
Farmer School of Business (Miami University)	Board of Visitors	Current	Advisory board membership

Board Governance

Committee assignments: Executive Committee member; not on the Audit, Compensation, or Nominating & Corporate Governance Committees .
Executive Committee activity: No meetings in fiscal 2025; took several actions in writing .
Independence status: Board designates independent directors and does not include Coletti in that group (he is an in-law of Executive Chairman Scott D. Farmer and is connected to a related law firm) .
Board attendance: Board met six times in fiscal 2025; each presiding director attended at least 75% of Board and committee meetings; independent directors held four executive sessions without the non-independent and management directors; Lead Director Joseph Scaminace presided .

Committee	Members (relevant excerpt)	Meetings FY2025
Executive Committee	Scaminace (Chair), Farmer, Coletti	0 (actions in writing)
Audit	Tysoe (Chair), Carnahan, Mucci	7
Compensation	Barstad (Chair), Carmichael, Scaminace	3
Nominating & Corporate Governance	Scaminace (Chair), Barstad, Carmichael, Carnahan, Mucci, Tysoe	3

Fixed Compensation

Component (FY2025)	Amount	Notes
Annual retainer (cash)	$100,000	Paid quarterly
Committee chair/member fees	$0	Not on Audit/Comp/Nominating in FY2025
Fees deferred into phantom stock units	513 units	Directors may defer cash into phantom units or T-bills +100 bps
Total cash fees recognized	$100,000
Program detail (reference)		Audit Chair $35,000; Audit member $15,000; Comp Chair $27,500; Comp member $12,500; Nominating Chair $35,000

Performance Compensation

Cintas’ director equity awards are time-based (not tied to performance metrics) and generally vest 100% one year from grant; directors received restricted stock and stock options upon annual election/appointment .

Director Equity Grant (FY2025)	Grant Date	Restricted Stock (#)	Options (#)	Exercise Price	Vesting	Grant Date Fair Value
Annual grant	Oct 30, 2024	409	1,393	$207.85	100% after 1 year	RS: $85,011; Opt: $85,043

Outstanding Director Awards (as of May 31, 2025)	Restricted Stock (#)	Options Outstanding (#)
Robert E. Coletti	409	49,861

Other Directorships & Interlocks

Relationship/Entity	Nature of Relationship	FY2025 Amount	Notes
KMK Law	Cintas engages the firm for legal services; Coletti is retired partner emeritus	$6,493,287 (fees paid by Cintas)	Coletti received no direct compensation from fees paid by Cintas
Joseph Automotive Group	Customer of Cintas; principal George R. Joseph is in-law of Farmer and Coletti	$506,229 (fees paid to Cintas)	Related-party relationships disclosed
Corporate airplane arrangement	25% ownership interest with Farmer family entity	$3,868,254 (reimbursements to Cintas)	Governance context; not directly tied to Coletti

Related party transaction oversight: Audit Committee annually reviews and approves related party transactions per exchange rules; approval evidenced by Audit Committee resolutions; policy is not in written form beyond listing requirements .

Expertise & Qualifications

Corporate/securities/finance legal expert with decades advising Cintas on complex business matters .
Board views his firm-specific knowledge and legal background as valuable to Cintas .
Executive Committee service reflects trusted role in between-meeting Board actions .

Equity Ownership

Beneficial Ownership (as of Sept 2, 2025)	Shares	Percent of Class	Notes
Total beneficially owned	974,090	* (<1%)	Includes options exercisable within 60 days
Direct ownership	13,697	—
Indirect via trusts (Coletti as trustee)	910,532	—	Coletti disclaims beneficial ownership except to extent of pecuniary interest
Options exercisable within 60 days	49,861	—	Included in beneficial ownership
Shares pledged (within trusts)	4,343	—	Pledged as collateral (RED FLAG)
Phantom stock units credited	10,764	—	Non-voting, non-investment power

Director stock ownership guidelines: Minimum equity stake of 5x annual cash retainer; all directors currently in compliance .
Anti-hedging policy: Directors prohibited from hedging, short sales, and certain derivatives; all directors in compliance .

Governance Assessment

Independence and conflicts: Coletti is not classified as an independent director; he is an in-law of Executive Chairman Scott D. Farmer and a retired partner emeritus of KMK Law, which received $6.49M in fees from Cintas in FY2025 (Audit Committee oversight in place). These relationships introduce perceived conflict risk despite disclosed controls and the statement that Coletti received no direct compensation from KMK fees .
RED FLAGS:
- Shares pledged (4,343 within trusts) — pledging is a misalignment risk for investors .
- Multiple related-party ties (KMK Law; family interlocks with Farmer and Joseph Automotive Group) — ongoing transaction oversight relies on resolutions under an unwritten policy framework, which is less robust than a formal written policy .
Alignment signals:
- Material equity exposure: 974,090 beneficial shares (including trust-held and options) plus regular time-based annual equity grants and phantom stock deferrals indicate skin-in-the-game and alignment with shareholder outcomes .
- Engagement and attendance: Board met six times; each presiding director met the 75% attendance threshold; independent directors held regular executive sessions, enhancing oversight rigor .
Committee effectiveness: Coletti’s role is concentrated in the Executive Committee; he does not serve on independent oversight committees (Audit, Compensation, Nominating), which limits direct participation in core governance controls, though those committees are fully independent and active (7 Audit meetings, 3 Compensation, 3 Nominating in FY2025) .
Overall: High governance salience due to family and professional ties; investors should monitor Audit Committee’s continued oversight of related-party transactions, pledging status, and any expansion of Coletti’s committee roles. Strong board processes (independent committees, executive sessions, lead independent director) provide mitigants, but formalizing the related-party policy could further strengthen investor confidence .