Ronald Tysoe

About Ronald W. Tysoe

Independent director of Cintas since 2008; age 72 (2025). He chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee, and is designated an “audit committee financial expert” under SEC guidelines. Previously Vice Chairman of Federated Department Stores, Inc. (now Macy’s Inc.) from April 1990 to October 2006; past public company directorships include Taubman Centers, J.C. Penney, Canadian Imperial Bank of Commerce, Pzena Investment Management, and Scripps Networks Interactive .

Past Roles

Organization	Role	Tenure	Committees/Impact
Federated Department Stores, Inc. (Macy’s Inc.)	Vice Chairman	Apr 1990 – Oct 2006	Senior finance and governance leadership; deep accounting/reporting oversight

External Roles

Organization	Role	Tenure	Committees/Impact
Taubman Centers, Inc.	Director	2007 – 2020	Board governance in real estate; retail exposure
J. C. Penney Company, Inc.	Director	2013 – 2020	Retail oversight through restructuring era
Canadian Imperial Bank of Commerce	Director	2004 – 2019	Bank board; risk/compliance depth
Pzena Investment Management Inc.	Director	2008 – 2013	Asset management board experience
Scripps Networks Interactive, Inc.	Director	2008 – 2018	Media industry governance

Board Governance

Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee; Audit Committee designated financial expert under SEC rules .
Independence: Board determined Tysoe is independent; all standing committees are fully independent .
Attendance/engagement: Board met 6 times in fiscal 2025; each presiding director attended ≥75% of Board/committee meetings; independent directors held 4 executive sessions (Lead Director Joseph Scaminace) . Prior year: Board met 4 times; ≥75% attendance; 4 executive sessions .
Audit scope: Committee solely oversees auditor appointment/independence; pre-approves audit and non-audit services; receives quarterly cybersecurity updates from CIO/CISO; maintains whistleblower procedures .
Leadership structure: Executive Chairman and CEO roles separated; Lead Independent Director in place .

Fixed Compensation

Metric	FY 2024	FY 2025
Fees Earned/Paid in Cash ($)	128,000	135,000
Stock Awards ($)	85,257	85,011
Option Awards ($)	85,107	85,043
Total ($)	298,364	305,054

Director compensation program elements (fiscal 2025):

Annual cash retainer $100,000; Audit Chair $35,000; Audit member $15,000; Compensation Chair $27,500; Compensation member $12,500 (Nominating member fee included in retainer) .
Equity: Annual grants approximately $85,000 restricted stock and $85,000 in options; FY2025 grants were 409 RS and 1,393 options at $207.85 strike, both vest 100% one year from grant (Oct 30, 2024 grant date) .

Performance Compensation

Non-employee director equity is time-based (no performance metrics); options are granted at fair market value and vest after one year; plan caps any single director’s annual grant date value at $500,000 .
Director awards are subject to the Company’s Recoupment and Clawback policies under Rule 10D‑1 (cash and equity) .

Other Directorships & Interlocks

Current CTAS committees are fully independent; Tysoe is Audit Chair and Nominating member; no disclosed interlocks involving CTAS executives on Tysoe’s external boards .
Related-party transactions disclosed involve the Executive Chairman’s family plane and KMK Law/Joseph Automotive; none involve Tysoe .

Expertise & Qualifications

Audit committee financial expert with extensive experience in accounting, financial reporting, disclosures and controls from Macy’s/Federated tenure and multiple public boards .
Independence and governance credibility; deep oversight of cybersecurity/information security, auditor independence, and enterprise risk via Audit Committee .

Equity Ownership

Metric	FY 2024	FY 2025
Beneficial Ownership (shares)	Not disclosed by name in FY2024 table	69,810
Ownership as % of shares outstanding	—	~0.017% (69,810 / 404,391,450)
Options Outstanding (#)	56,032	47,865
Restricted Stock Outstanding (#)	680	409
Phantom Stock Units (Deferred) (#)	—	38,512
Ownership guideline compliance	All directors compliant (5× cash retainer minimum)

Policies and alignment:

Director stock ownership guideline: 5× annual cash retainer; assessed annually; 5-year window for new directors; all compliant .
Anti-hedging/short-sale prohibition for directors; options/derivative transactions require advance approval in limited retirement contexts; all directors compliant .
No pledge disclosures for Tysoe; pledge references in stock table apply to other insiders (e.g., Executive Chairman) .

Governance Assessment

Audit Chair with SEC “financial expert” designation strengthens confidence in financial reporting integrity and auditor oversight; Audit Committee explicitly pre-approves audit/non-audit services and reports directly with the independent auditor .
Robust cyber-risk oversight through quarterly CIO/CISO updates and annual comprehensive information security reviews at Audit Committee; aligns with investors’ rising focus on cyber governance .
Independence affirmed; separated Executive Chair/CEO roles and Lead Independent Director provide balanced governance framework; independent executive sessions conducted four times in FY2025 .
Compensation mix for directors is balanced and stable year-over-year with meaningful equity component and strong ownership/anti-hedging policies, supporting alignment with shareholders .
Attendance disclosure indicates at least 75% participation threshold met by presiding directors and normal committee activity cadence (Audit met 7 times FY2025), suggesting engagement .
RED FLAGS: None disclosed specific to Tysoe—no related-party transactions, no hedging/pledging, and stable, capped equity grants under the Amended 2016 Plan .