CINTAS CORP
For the period ended Oct 28, 2025. Filed Sep 16, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 28, 2025 · Filed Sep 16, 2025
Use the contents to explore the available documents and sections.
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how it aligns executive compensation with the Company’s performance, see the Compensation Discussion and Analysis section.
| Value of Initial Fixed $100 Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| FiscalYear(1) | SummaryCompensationTable Totalfor PEO(2)($) | CompensationActuallyPaidto PEO(3)($) | AverageSummaryCompensationTable Total forNon-PEO NEOs(4)($) | AverageCompensationActually Paid toNon-PEONEOs(5)($) | TotalShareholderReturn(6)($) | Peer GroupTotalShareholderReturn(7)($) | NetIncome(thousands)(8)($) | DilutedEPS(9)($) |
| 2025 | 9,249,676 | 34,558,802 | 2,646,724 | 10,732,212 | 384.67 | 203.00 | 1,812,281 | 4.40 |
| 2024 | 8,797,474 | 34,924,915 | 3,446,319 | 11,645,926 | 285.69 | 150.41 | 1,571,592 | 3.79 |
| 2023 | 7,570,256 | 19,652,770 | 2,837,688 | 6,352,215 | 197.10 | 143.56 | 1,348,080 | 3.25 |
| 2022 | 7,777,100 | 18,315,893 | 2,749,487 | 6,719,935 | 164.60 | 129.63 | 1,235,757 | 2.81 |
| 2021 | 9,035,393 | 15,389,401 | 2,667,811 | 14,063,683 | 144.68 | 132.83 | 1,110,968 | 2.56 |
(1) For purposes of this table the principal executive officer (PEO) and non-PEO NEOs are as follows:
| Fiscal Year | PEO | Non-PEO NEOs |
| 2025 | Todd M. Schneider | Scott D. Farmer, J. Michael Hansen, James N. Rozakis, D. Brock Denton |
| 2024 | Todd M. Schneider | Scott D. Farmer, J. Michael Hansen, James N. Rozakis, D. Brock Denton |
| 2023 | Todd M. Schneider | Scott D. Farmer, J. Michael Hansen, Michael L. Thompson, D. Brock Denton |
| 2022 | Todd M. Schneider | Scott D. Farmer, J. Michael Hansen, Michael L. Thompson, D. Brock Denton |
| 2021 | Scott D. Farmer | Todd M. Schneider, J. Michael Hansen, Michael L. Thompson, Thomas E. Frooman |
(2) Represents the amount of total compensation reported for the PEO for each corresponding fiscal year in the “Total” column of the Summary Compensation Table for each applicable fiscal year.
(3) Represents the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the PEO during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total Summary Compensation Table compensation for each year to determine the compensation actually paid:
| FiscalYear | Reported SummaryCompensation Table Total for PEO($) | ReportedValue of Equity Awards(a)($) | EquityAwardAdjustments(b)($) | Compensation Actually Paidto PEO($) |
|---|---|---|---|---|
| 2025 | 9,249,676 | (5,589,531) | 30,898,657 | 34,558,802 |
| 2024 | 8,797,474 | (5,083,041) | 31,210,482 | 34,924,915 |
| 2023 | 7,570,256 | (4,442,984) | 16,525,498 | 19,652,770 |
| 2022 | 7,777,100 | (4,822,899) | 15,361,692 | 18,315,893 |
| 2021 | 9,035,393 | (5,058,293) | 11,412,301 | 15,389,401 |
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year.
(b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| FiscalYear | Year EndFair Value ofUnvested CoveredYear Equity Awards($) | Year over YearChange in FairValue of Outstandingand Unvested PriorYear Equity Awards($) | Fair Value as ofVesting Date ofEquity AwardsGranted andVested in the Year($) | Year over Year Changein Fair Value of EquityAwards Granted inPrior Years that Vestedin the Year($) | TotalEquity Award Adjustments($) |
|---|---|---|---|---|---|
| 2025 | 10,498,275 | 18,297,427 | — | 2,102,955 | 30,898,657 |
| 2024 | 12,284,138 | 18,000,062 | — | 926,282 | 31,210,482 |
| 2023 | 9,556,114 | 6,916,705 | — | 52,679 | 16,525,498 |
| 2022 | 8,399,186 | 5,134,815 | — | 1,827,691 | 15,361,692 |
| 2021 | 10,568,018 | — | — | 844,283 | 11,412,301 |
(4) Represents the average of the amounts reported for Cintas' non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable fiscal year.
(5) Represents the average amount of “compensation actually paid” to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total Summary Compensation Table compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote three.
| FiscalYear | Average Reported SummaryCompensation Table Totalfor Non-PEO NEOs($) | Average ReportedValue ofEquity Awards(a)($) | AverageEquity AwardAdjustments(b)($) | Average CompensationActually Paid toNon-PEO NEOs($) |
|---|---|---|---|---|
| 2025 | 2,646,724 | (1,148,783) | 9,234,271 | 10,732,212 |
| 2024 | 3,446,319 | (1,707,327) | 9,906,934 | 11,645,926 |
| 2023 | 2,837,688 | (1,319,175) | 4,833,702 | 6,352,215 |
| 2022 | 2,749,487 | (1,258,646) | 5,229,094 | 6,719,935 |
| 2021 | 2,667,811 | (1,258,330) | 12,654,202 | 14,063,683 |
(a)The grant date fair value of equity awards represents the average of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year.
(b)The amounts deducted or added in calculating the equity award adjustments are as follows:
| FiscalYear | Average Year End Fair Value of UnvestedCovered YearEquity Awards($) | Year over Year Average Change in FairValue of Outstandingand Unvested PriorYear Equity Awards($) | Average Fair Valueas of Vesting Dateof Equity AwardsGranted andVested in the Year($) | Year over Year AverageChange in Fair Value ofEquity Awards Grantedin Prior Years thatVested in the Year($) | Total AverageEquity AwardAdjustments($) |
|---|---|---|---|---|---|
| 2025 | 2,124,356 | 6,655,927 | — | 453,988 | 9,234,271 |
| 2024 | 3,737,731 | 5,798,522 | — | 370,681 | 9,906,934 |
| 2023 | 2,836,813 | 1,975,658 | — | 21,231 | 4,833,702 |
| 2022 | 2,433,694 | 1,624,432 | — | 1,170,968 | 5,229,094 |
| 2021 | 2,412,208 | 8,129,869 | — | 2,112,125 | 12,654,202 |
(6) Cumulative total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group of four comparison companies used for the stock performance graph on page 18 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (ABM Industries, Aramark, Rollins, Inc. and UniFirst Corporation).
(8) Represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
(9) Under the Management Incentive Plan, annual incentive calculations for achievement of financial goals are based on actual results, subject to adjustment at the discretion of the Compensation Committee to exclude extraordinary items that are not operational, such as accounting principle changes or revenue from an acquisition that was not in the business plan. Fiscal 2022 diluted EPS is a non-GAAP adjusted financial measure that excludes the impact of special gains and the related income tax impact. In fiscal years 2025, 2024, 2023 and 2021, there were no such special gains, so no adjustments were made.
Tabular List of Financial Performance Measures
As described in greater detail in the Compensation Discussion and Analysis section, Cintas' compensation programs are designed to enable us to attract and retain talented and experienced individuals who are motivated to contribute to Cintas' short-term and long-term success. As required by Item 402(v) of Regulation S-K, the following is a list of financial performance measures, which in our assessment, represents the most important financial performance measures used by Cintas to link compensation actually paid to Cintas' NEOs for fiscal 2025 to Cintas' performance.
Diluted EPS
Sales Growth
From the above list of performance measures, we view Diluted EPS as our most important financial performance measure used to link compensation actually paid to our PEO and other NEOs to Cintas’ performance for fiscal 2025. Diluted EPS is a key component of the Cintas’ performance-based incentive compensation program and is utilized under our annual cash incentive program given it is a performance measure over which our NEOs can have significant impact. In addition, Diluted EPS is used in Cintas’ long-term performance-based incentive compensation program for some of our NEOs.
Sales Growth, another metric in our annual cash incentive program and our long-term performance-based incentive compensation program for fiscal 2025, was a key component of our NEOs’ pay in fiscal 2025.
While SEC rules indicate that we should include a list of three to seven financial performance measures, the above two metrics are the only financial performance measures we utilize in our executive compensation program to link our NEOs’ pay to company performance.
For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in fiscal 2025, see “Compensation Discussion and Analysis.”
Description of Relationships Between Certain Information Presented
In accordance with Item 402(v) of Regulation S-K, Cintas is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.