Scott Farmer

About Scott Farmer

Executive Chairman of Cintas Corporation; age 66; joined Cintas in 1981; Director since 1994; held roles including VP – National Accounts, VP – Marketing, Rental Division Group VP, COO, CEO (July 2003–May 2021), Chairman (Sept 2016), and Executive Chairman upon retirement as CEO in May 2021 . Under Cintas’ performance framework, fiscal 2025 delivered record revenue of $10.34B (+8% organic) and diluted EPS of $4.40 (+16.1% YoY), with multi‑year TSR outperformance versus peers; EPS and sales growth are the primary performance metrics used for NEO incentive design . Board leadership separates Executive Chairman and CEO roles, with an independent Lead Director (Joseph Scaminace) and executive sessions of independent directors held four times in fiscal 2025 .

Past Roles

Organization	Role	Years	Strategic Impact
Cintas	VP – National Account Division	N/A	National account growth
Cintas	VP – Marketing and Merchandising	N/A	Brand/merchandising strategy
Cintas	Rental Division Group Vice President	N/A	Segment leadership
Cintas	Chief Operating Officer	N/A	Enterprise operations
Cintas	Chief Executive Officer	2003–2021	Scaled revenue and EPS; culture and operating excellence
Cintas	Chairman of the Board	2016–present	Board leadership
Cintas	Executive Chairman	2021–present	Board agenda setting; counsel to management

External Roles

Organization	Role	Years	Strategic Impact
Not disclosed in proxy	—	—	—

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	$500,000	$500,000	$750,000
Stock Awards ($)	$2,220,614	$1,904,797	$187,329
Non‑Equity Incentive ($)	$925,000	$815,187	$0 (no MIP participation)
All Other Compensation ($)	$338,772	$328,649	$57,624
Total ($)	$3,984,386	$3,548,633	$994,953

Notes:

2025 redesign: compensation aligned to Executive Chairman role—removed annual incentive participation; introduced time‑vested restricted stock; increased salary to $750,000 .

Performance Compensation

Annual Cash Incentive

Year	Plan Participation	Metric	Weighting	Target	Actual	Payout ($)
FY 2025	None (Executive Chairman)	—	—	—	—	$0
FY 2024	Management Incentive Plan	Not specifically disclosed for Farmer	—	—	—	$815,187
FY 2023	Management Incentive Plan	Not specifically disclosed for Farmer	—	—	—	$925,000

Cintas’ incentive architecture in FY 2025 used Diluted EPS and Sales Growth for participating NEOs; Farmer did not participate post‑redesign .

Long‑Term Equity Incentives

Grant Date	Instrument	Shares/Options	Vesting	Grant Date FV ($)
8/11/2025	Restricted Stock	976	3 years (time‑vested)	$187,329
Various prior grants	Restricted Stock outstanding	110,760	See vesting schedule below	$25,087,140 market value at 5/31/2025

Vesting schedule (restricted stock):

Vesting Date	Shares
7/26/2025	42,168
8/10/2026	40,464
8/12/2027	27,152
8/11/2028	976

Stock vested and exercises (FY 2025):

Type	Shares	Value Realized ($)
Stock awards vested	119,568	$22,759,470
Options exercised	—	—

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	57,662,934 shares
Ownership % of Outstanding	14.3% (404,391,450 shares outstanding)
Directly Held	1,847,582 shares
Indirect (Partnerships/LLCs/Trusts/Spouse/ESOP)	55,815,352 shares (see footnote categories)
Shares Pledged (RED FLAG)	12,671 shares (direct)
Unvested RS Outstanding	110,760 shares; $25,087,140 market value at 5/31/2025
Options (Exercisable/Unexercisable)	None reported for Farmer
Director Anti‑Hedging Policy	Hedging and short sales prohibited; options transactions restricted without pre‑approval
Officer Anti‑Hedging Policy	Hedging and short sales prohibited; similar restrictions apply to officers
Stock Ownership Guidelines (NEOs)	CEO 6x salary; other executives 3x salary; compliance noted for continuing NEOs
Director Ownership Guidelines	Minimum 5x annual cash retainer; all directors compliant

Footnote categories for beneficial ownership include interests via Summer Hill Partners LLLP & II, Summer Hill Partners IV LLC, controlled LLC, trusts, limited partnership, spouse, ESOP; Farmer disclaims beneficial ownership to the extent of only pecuniary interest for certain entities .

Employment Terms

Provision	Terms
Employment/Severance Agreements	None; no overarching policy
Severance (general practice)	Four weeks’ written notice or four weeks’ base salary if terminated (other than for cause)
Change‑in‑Control (CIC)	If awards assumed/replaced: double‑trigger full vesting upon termination without cause or resignation for good reason within 24 months; if not assumed: single‑trigger vesting at CIC; four weeks’ pay upon termination
Clawbacks	SEC Rule 10D‑1‑compliant Recoupment Policy (3‑year lookback for restatements, cash and equity); 2011 Misconduct Clawback for detrimental conduct; no indemnification or gross‑ups for recovery
Deferred Compensation	Aggregate balance $18,634,849; FY 2025 earnings $2,151,289
Perquisites	Minimal; Partners’ Plan contributions; financial planning fees included for Farmer

Potential payments (as of 5/31/2025):

Scenario	Cash ($)	Options ($)	RS ($)	Insurance ($)	Total ($)
Involuntary Termination (without cause)	57,692	—	25,087,140	—	25,144,832
Retirement	—	—	25,087,140	—	25,087,140
Death	—	—	25,087,140	100,000	25,187,140
Disability	—	—	25,087,140	—	25,087,140
Qualifying CIC Termination	57,692	—	25,087,140	—	25,144,832

Board Governance

Role: Executive Chairman; presides over Board/shareholder meetings; sets Board agendas; advises management .
Committee Service: Executive Committee member; Executive Committee chaired by Lead Director Joseph Scaminace .
Independence: Farmer is a management director; Audit, Compensation, and Nominating committees are entirely independent .
Board cadence: Six Board meetings in fiscal 2025; independent directors held four executive sessions without non‑independent/management directors .

Director Compensation

Employee directors are not separately compensated for Board service; non‑employee director fee and equity schedule disclosed (not applicable to Farmer) .

Say‑on‑Pay & Shareholder Feedback

Year	Approval %
2024	~96% support for NEO compensation

Performance & Track Record

Pay versus Performance framework (company‑level):

Fiscal Year	PEO CAP ($)	Average Non‑PEO CAP ($)	TSR ($100 initial)	Peer TSR ($100 initial)	Net Income ($000s)	Diluted EPS
2021	15,389,401	14,063,683	144.68	132.83	1,110,968	2.56
2022	18,315,893	6,719,935	164.60	129.63	1,235,757	2.81
2023	19,652,770	6,352,215	197.10	143.56	1,348,080	3.25
2024	34,924,915	11,645,926	285.69	150.41	1,571,592	3.79
2025	34,558,802	10,732,212	384.67	203.00	1,812,281	4.40

Additional FY 2025 operating context: revenue $10.34B (+8% organic); EPS $4.40 (+16.1% YoY); margin highs .

Related Party Transactions (Governance Risk Indicators)

Counterparty	Nature	FY 2025 Amount
Family entity of Scott D. Farmer	25% interest in corporate airplane; operating cost sharing; reimbursements to Cintas	$3,868,254
KMK Law (in‑law of Farmer on Cintas’ Board, partner emeritus Robert Coletti)	Legal services	$6,493,287
Joseph Automotive Group (in‑law relationship)	Customer of Cintas services	$506,229

Audit Committee reviews/approves related party transactions; policy applied via committee resolutions .

Compensation Committee Analysis

Committee: Melanie W. Barstad (Chair), Beverly K. Carmichael, Joseph Scaminace; all independent; oversight of CEO/NEO pay, incentive and equity plans .
Risk oversight: Compensation program assessed as not reasonably likely to create material adverse risk; pay‑for‑performance philosophy reiterated .

Investment Implications

Alignment: Extremely high ownership (14.3%) creates strong long‑term alignment; however, presence of pledged shares (12,671) introduces margin‑call risk during volatility (albeit small relative to total) .
Pay structure shift: 2025 redesign to fixed salary plus time‑vested RS and no annual incentive reduces direct pay‑for‑performance linkage—typical of Executive Chair roles; equity remains aligned via RS and large beneficial ownership .
Liquidity/overhang: Significant RS vesting (119,568 shares; $22.76M value realized FY 2025) and sizeable unvested RS ($25.09M market value) can create periodic supply overhang; no options outstanding, limiting forced exercises .
Retention/CIC: No employment or severance agreements; only four weeks’ pay on termination; CIC treatment is equity‑centric with double‑trigger vesting—limited cash leakage risk .
Governance: Dual role as Executive Chairman plus major shareholder balanced by independent committees and Lead Director structure; related party airplane and legal relationships are monitored by Audit Committee but warrant ongoing investor scrutiny .
Sentiment: Strong say‑on‑pay support (~96% in 2024) suggests investor comfort with compensation framework; continued EPS/sales focus for participating NEOs supports execution consistency .