Todd Schneider

About 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 .