Todd Schneider
CINTASAbout Todd Schneider
Todd M. Schneider, 58, is President & Chief Executive Officer of Cintas and has served on the Board since 2021; he joined Cintas in 1989 and became CEO in June 2021 . Under his leadership, fiscal 2025 delivered record revenue of $10.34B with 8% organic growth and diluted EPS of $4.40, up 16.1% year-over-year . Pay-versus-performance shows cumulative TSR of $384.67 for 2025, net income of $1,812.3M, and diluted EPS of $4.40 . The Board maintains separate Executive Chairman and CEO roles; Schneider is a management director (not independent) and is not on Board committees .
Company performance (latest 3 fiscal years):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD) | $6,897.13M | $7,465.20M | $7,976.07M |
| EBITDA ($USD) | $2,102.71M* | $2,412.50M* | $2,716.81M* |
| Net Income ($USD) | $1,348.01M | $1,571.59M | $1,812.28M |
| Diluted EPS | $3.25 | $3.79 | $4.40 |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cintas | President & CEO | 2021–present | Led strategy and execution across divisions; delivered record revenue and margin highs . |
| Cintas | EVP & COO (operations & marketing) | 2018–2021 | Drove operational excellence and marketing across enterprise . |
| Cintas | President & COO, Rental Division | 2013–2018 | Scaled core rental operations and sales strategy . |
| Cintas | SVP Sales, Rental Division | –June 2013 | Led rental division sales organization . |
| Cintas | VP Sales, Midwest/South Central (Rental) | Not disclosed | Regional sales leadership . |
| Cintas | President & COO, Document Management Division | Not disclosed | Led document management segment prior to Shred-it merger . |
External Roles
None disclosed beyond service as a director of Cintas (management director since 2021) .
Fixed Compensation
Multi-year compensation summary for Todd M. Schneider:
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $1,040,000 | $1,076,400 | $1,114,074 |
| Stock Awards ($) | $4,442,984 | $5,083,041 | $5,589,531 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive ($) | $1,924,000 | $2,369,161 | $2,510,725 |
| All Other Compensation ($) | $163,272 | $268,872 | $35,346 |
| Total ($) | $7,570,256 | $8,797,474 | $9,249,676 |
FY 2025 salary increase vs prior year: 3.5% . CEO pay ratio ~125:1 in FY 2025 (methodology per Item 402(u)) .
Performance Compensation
Annual cash incentive plan design and outcomes (FY 2025):
| Element | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| EPS Component | 42.5% | $4.12 | $4.40 | Included in EPS+Sales subtotal | Threshold $3.91; Max $4.41 (200% scale) . |
| Sales Growth Component | 42.5% | 7.1% | 7.7% | Included in EPS+Sales subtotal | Threshold 5.6%; Max 10.1% (200% scale) . |
| Non-Financial Goals | 15.0% | Meets Goals | Meets Goals | $250,667 | Safety, human capital, M&A, capacity utilization, leadership . |
| EPS+Sales Subtotal | — | — | — | $2,260,058 | Determined from achieved EPS and sales growth . |
| Total Cash Incentive | — | — | — | $2,510,725 | Sum of components . |
Long-term equity incentive (FY 2025):
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| EPS | 50% | $3.91 (50%) | $4.12 (100%) | $4.41 (200%) | $4.40 | Contributed to award | Restricted stock generally vests 3 years . |
| Sales Growth | 50% | 5.6% (50%) | 7.1% (100%) | 10.1% (200%) | 7.7% | Contributed to award | Restricted stock generally vests 3 years . |
| Award Outcome | — | — | — | — | — | 46,350 restricted shares granted Aug 11, 2025 | 3-year vesting . |
Equity grant practices: annual awards granted no earlier than Aug 10 post year-end; no timing around MNPI . No repricing; independent committee oversight; robust clawbacks per Rule 10D-1 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 672,508 shares; <1% of class . |
| Unvested Restricted Stock | 284,130 shares; market value $64,355,445 as of 5/31/2025 . |
| Option Holdings | Unexercisable options outstanding include 16,448 (ex. price $73.39, exp 7/28/2030), 55,012 (ex. price $97.22, exp 7/27/2031), 16,480 (ex. price $97.22, exp 7/27/2031) . |
| In-the-Money Option Value | $11,760,839 (as of 5/31/2025 valuation) . |
| Vesting Schedule (Restricted Stock) | 7/26/2025: 84,344; 8/10/2026: 80,960; 8/12/2027: 72,476; 8/11/2028: 46,350 . |
| Insider Transactions (FY 2025) | Exercised 85,364 options ($9,460,289 value); 29,240 shares vested ($5,565,761 value) . |
| Ownership Guidelines | CEO must hold 6x base salary; all continuing NEOs in compliance . |
| Hedging/Pledging | Hedging prohibited; no Schneider pledging disclosed . |
| Insider Trading Policy | Company policy governs trading; no transactions while in possession of MNPI . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment/Severance Agreements | None; no individual employment or severance agreements . |
| Severance Practice | 4 weeks written notice or 4 weeks base salary; for Schneider, cash payment estimate $85,700 . |
| Change-in-Control | No overarching CIC agreements; double-trigger vesting if terminated without cause or resigns for good reason within 24 months post-CIC; immediate vesting if awards not assumed; 4 weeks pay upon termination . |
| CIC Value Estimates | Options $11,760,839; restricted stock $64,355,445; total estimated $76,201,984 under qualifying CIC termination (as of 5/31/2025) . |
| Clawbacks | Mandatory recoupment policy under Rule 10D-1; additional misconduct clawback (2011 policy) covers fraud, gross negligence, reputational harm; no indemnification or gross-ups for recovery . |
| Hedging/Short Sales | Prohibited for officers; options transactions prohibited unless pre-approved in retirement context . |
| Tax Gross-Ups | Amended equity plan contains no 280G excise tax gross-ups . |
| Non-Compete/Non-Solicit | Not disclosed. |
Board Governance
- Board service since 2021; Schneider is a management director (not independent) and does not serve on Audit, Compensation, or Nominating committees, which are 100% independent .
- Leadership split: Executive Chairman (Scott D. Farmer) and CEO (Todd M. Schneider); Lead Director designated (Joseph Scaminace) .
- Board met six times in fiscal 2025; independent directors held four executive sessions; all presiding directors attended ≥75% of meetings .
- Directors who are employees are not separately compensated for Board service .
Director Compensation
- As an employee director, Schneider receives no additional Board compensation .
Compensation Structure Analysis
- Year-over-year CEO compensation rose modestly on higher stock awards and incentive payout; at-risk pay remains dominant (cash incentive + equity) .
- Shift to restricted stock for executives ≥55 (including Schneider) reduces option risk and creates retention via 3-year vesting; options continue for other NEOs .
- Performance metrics are tight and operationally relevant: diluted EPS and sales growth drive both annual and long-term awards; no special adjustments to results in FY 2025 .
- No employment agreements; minimal severance; double-trigger CIC vesting mitigates windfall risk .
- Repricing prohibited; independent committee oversight; strong clawbacks .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support ~96% in 2024; program maintained with continued monitoring of investor policies .
Expertise & Qualifications
- Deep multi-decade operating background spanning sales leadership, divisional COO roles, enterprise COO, and CEO; governance and risk oversight via chairing executive risk committee meetings as CEO .
Equity Plan Practices
- Annual grant timing post year-end; no grants timed around MNPI; no evergreen; no discounted options; strict share recycling limits; independent administration; double-trigger CIC default; director award limit $500,000 .
Investment Implications
- Strong pay-for-performance alignment: EPS and sales growth metrics tied to both annual cash and long-term equity, with high FY 2025 achievement feeding sizable awards .
- Retention risk moderated by significant unvested equity ($64.36M restricted stock) and option overhang ($11.76M intrinsic value), but notable annual exercises ($9.46M realized) can create periodic selling pressure and liquidity events around vesting/exercise windows .
- Governance mitigants: no employment/CIC cash multipliers, double-trigger equity vesting, clawbacks, anti-hedging; CEO is a management director but committees are fully independent and leadership split reduces concentration risk .
- Performance backdrop remains robust with multi-year EPS and net income expansion and high TSR, supporting confidence in execution under Schneider’s tenure .