Scott Garula
About Scott Garula
Scott A. Garula, 54, is Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Cintas, effective June 1, 2025, after joining the company in 1996 and serving in multiple operating and finance leadership roles; he oversees finance and accounting, quality and engineering, corporate development, and shared services . In Q1 FY2026 under his CFO tenure, Cintas reported operating income of $617.9M vs. $561.0M YoY with operating margin of 22.7% vs. 22.4%, net income of $491.1M vs. $452.0M, and diluted EPS of $1.20 vs. $1.10; the company also raised its quarterly dividend by 15.4% and repurchased $347.4M of shares during the quarter . The company’s pay-versus-performance disclosure shows strong long-term alignment, with 2025 cumulative TSR of 384.67 on a $100 base and diluted EPS of $4.40; FY2025 sales growth used for incentive calculations was 7.7% (between target and maximum) .
Past Roles
| Organization | Role | Years | Scope/Notes |
|---|---|---|---|
| Cintas | EVP & CFO (Principal Financial Officer) | Jun 2025–present | Oversees finance/accounting, quality & engineering, corporate development, shared services |
| Cintas – Rental Division | President & COO, Rental Division | Jun 2023–May 2025 | Division leadership for core route-based business |
| Cintas – Rental Division (Southern Territory) | Senior Vice President | 2016–2023 | Territory leadership for Rental Division |
| Cintas – First Aid, Safety & Fire Protection | President & COO | 2008–2016 | Led First Aid, Safety and Fire Protection division |
| Cintas (earlier roles) | Accounting Manager; Controller (First Aid & Safety); GM; Regional Business Director; VP | 1996–2008 | Progressive finance and operations leadership |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $650,000 (initial, as CFO) | |
| Target Annual Incentive | 90% of base salary | |
| Target Long-Term Incentive (annual) | $1,500,000 (under 2016 Amended & Restated Equity and Incentive Compensation Plan) | |
| One-time Promotion Equity (Aug 2025 grant cycle) | $250,000 restricted stock; $75,000 non-qualified stock options | |
| Stock Ownership Guideline | 3x base salary for continuing executive officers; 7 years from promotion to comply; all continuing NEOs in compliance or within window |
Performance Compensation
Annual Cash Incentive Framework (FY2025 program design)
- CEO/COO: EPS and Sales Growth (42.5% each) plus Non-Financial (15%) with payout range 0–200% for financial components and 0–100% for non-financial; FY2025 EPS achievement for incentive purposes was $4.40 (between Target and Maximum) and sales growth 7.7% (between Target and Maximum) .
- CFO/GC (FY2025 NEO design): 50% EPS and 50% individual performance (subjective) .
- Note: Mr. Garula’s CFO targets (from appointment 8‑K) set his bonus opportunity at 90% of salary; weighting specifics for FY2026 will follow CTAS’ established framework, which the Compensation Committee anticipated continuing into FY2026 .
| Metric | Weighting | Threshold | Target | Maximum | Payout Curve |
|---|---|---|---|---|---|
| Diluted EPS (FY2025 framework) | Typically 42.5–50% | $3.91 | $4.12 | $4.41 | 0% / 100% / 200% at threshold/target/max |
| Sales Growth YoY (FY2025 framework) | Typically 42.5–50% | 5.6% | 7.1% | 10.1% | 0% / 100% / 200% at threshold/target/max |
| Non-Financial (CEO/COO only) | 15% | — | Meets Goals | — | 0%/25%/100% based on goal attainment |
Long-Term Equity Incentives and Vesting
| Award Type | Performance Link | Typical Vesting | Mechanics |
|---|---|---|---|
| Restricted Stock | EPS and Sales Growth components drive grant sizing; awards for some execs fully in restricted stock | Generally 3-year cliff vest | Encourages sustained ownership; aligns with shareholder value creation |
| Non-Qualified Stock Options | EPS/Sales Growth influence grant sizing for eligible NEOs | 33% per year from 3rd to 5th anniversary | Exercise price = closing price on grant date; value only if stock price rises |
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (Individual) | Not individually disclosed for Mr. Garula in FY2025 proxy (he was not an NEO in FY2025); group line includes his holdings | |
| Ownership Guidelines | CEO 6x salary; all other continuing execs 3x salary; seven years to comply for promotions; currently all continuing NEOs in compliance or in the initial window | |
| Hedging/Short Sales | Officers prohibited from hedging (e.g., collars/forwards) and short sales or certain derivatives unless advance-approved in limited retirement context | |
| Pledging | No explicit anti-pledging policy disclosure for officers; no pledging disclosed for Garula; director Coletti disclosed 4,343 pledged shares | |
| Clawback/Recoupment | Compensation Recoupment Policy referenced in 10-K exhibits |
Employment Terms
| Scenario | Key Terms | Source |
|---|---|---|
| No employment agreement | Cintas has not entered employment or severance agreements with NEOs; may provide severance in exchange for release | |
| Termination without Cause | Four weeks’ written notice or four weeks’ base salary in lieu of notice | |
| Retirement | Vested options retain original 10-year expiration; restricted stock immediately vests upon retirement under plan terms | |
| Death | All outstanding equity (under 2016/Amended 2016 Plan) immediately vests; life insurance $50,000 + $50,000 AD&D if applicable | |
| Disability | Equity continues to vest per plan | |
| Change in Control | Double-trigger: if awards assumed/converted and the exec is terminated without Cause or resigns for Good Reason within 24 months post‑CIC, equity vests in full; if awards are not assumed/replaced, equity vests at CIC; four weeks’ cash notice provision applies |
Performance & Track Record (early CFO tenure indicators)
| Metric | Q1 FY2025 | Q1 FY2026 | Notes |
|---|---|---|---|
| Operating Income ($M) | $561.0 | $617.9 | +10.2% YoY; margin expanded 30 bps to 22.7% |
| Operating Margin (%) | 22.4% | 22.7% | Efficiency gains YoY |
| Net Income ($M) | $452.0 | $491.1 | +8.6% YoY |
| Diluted EPS ($) | $1.10 | $1.20 | +9.1% YoY |
| Effective Tax Rate (%) | 15.8% | 17.6% | Both impacted by stock-based comp discrete items |
| Cash from Operations ($M) | — | $414.5 | Strong cash generation in Q1 FY2026 |
| Capital Expenditures ($M) | — | $102.0 | Continued investment in route-based businesses |
| Share Repurchases ($M) | — | $347.4 | As of Sept 23; active buyback program |
| Dividend Action | — | +15.4% quarterly dividend | 42nd consecutive annual increase |
| FY2026 Planning Assumptions | — | Net interest expense ≈ $97.0M; effective tax rate 20% | Guidance excludes future M&A/buybacks |
Compensation Committee, Peer, and Say‑on‑Pay Context
- Compensation Committee: Melanie W. Barstad (Chair), Beverly K. Carmichael, Joseph Scaminace .
- Market benchmarking: Targets consider companies with revenue $10–$20B and peer/survey data; philosophy expected to continue into FY2026 .
- Stock performance peer group for TSR graph: ABM Industries, Aramark, Rollins, UniFirst .
- Say‑on‑Pay support: ~96% FOR in 2024; Board noted strong support and maintained program approach .
Compensation Structure Analysis
- High at‑risk pay mix: Annual incentive (90% of salary target) and sizable long‑term equity ($1.5M target) emphasize performance alignment; promotion grants add near‑term equity exposure ($250k RS; $75k options) .
- Metric rigor: EPS and Sales Growth drive both annual cash and LTI sizing, with clear threshold/target/max curves; FY2025 achievement fell between target and maximum for both metrics, reinforcing pay-for-performance linkage .
- Vesting and ownership: Three-year cliff vest on restricted stock and back‑loaded option vesting (33% annually from years 3–5) promote retention and longer-term alignment; 3x salary ownership guideline with seven-year compliance runway for newly promoted executives .
Equity Ownership & Trading Signals
- Individual ownership: The FY2025 proxy aggregates “all directors and current executive officers” and explicitly includes Mr. Garula, but does not disclose his individual share count; no pledging disclosed for him .
- Hedging/derivatives/shorts prohibited for officers under Insider Trading Policy, reducing misalignment risk; 10b5‑1 plan usage not disclosed in filings reviewed .
- Form 4 activity: Company filings in scope did not include Form 4 data; no analysis of recent insider sales is available from these sources.
Employment Terms
- No guaranteed multi‑year contract, severance multiples, or golden parachute—only four weeks’ notice/comp, minimal cash exposure, and standard equity treatment under plans, which reduces change‑in‑control cash risk and reinforces equity‑based alignment .
Investment Implications
- Alignment and retention: Garula’s package (90% target bonus; $1.5M annual LTI; three‑year RS and 3–5 year option vesting) and 3x ownership guideline support retention and multi‑year value creation incentives while limiting guaranteed pay .
- Limited severance/cash leakage: Absence of employment/severance agreements and modest notice pay minimize cash outlay risk in adverse scenarios; equity is the primary lever (double‑trigger acceleration when awards are assumed; single‑trigger if not assumed), preserving alignment around sustained TSR and earnings growth .
- Early execution markers: Q1 FY2026 results under his tenure show continued margin expansion, healthy cash generation, a 15.4% dividend hike, and active buybacks, consistent with disciplined capital allocation; FY2026 planning assumptions (interest/tax) appear prudent .
- Watch items: Track future proxy for Garula’s individual ownership, grant sizing vs. performance, and any Form 4 sales around vesting dates to gauge potential selling pressure; monitor any changes to incentive metric rigor (EPS/sales growth thresholds) for pay‑for‑performance integrity .
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