8-KLeadership Changes

CINTAS CORP 8-K Report, Executive Changes (Dec 5, 2014)

Filed December 5, 2014For Securities:CTAS

Summary

Cintas Corporation (CTAS) has announced a significant leadership change within its finance department. William C. Gale, Senior Vice President and Chief Financial Officer, will be retiring effective January 31, 2015, after a dedicated tenure. This announcement provides investors with advance notice of the transition, allowing for a smooth handover. J. Michael Hansen, a long-tenured Cintas employee since 1995, has been appointed as the new Vice President and Chief Financial Officer, effective upon Mr. Gale's retirement. Mr. Hansen brings extensive experience within the company, having held roles such as Corporate Controller and Vice President and Treasurer. His appointment is accompanied by adjustments to his compensation package, including an increased base salary, a target annual cash incentive, and a "Promotional Grant" of stock options and restricted stock, reflecting his expanded responsibilities and aligning his interests with shareholders.

Key Highlights

  • 1Retirement of William C. Gale, Senior Vice President and Chief Financial Officer, effective January 31, 2015.
  • 2Appointment of J. Michael Hansen as the new Vice President and Chief Financial Officer, effective upon Mr. Gale's retirement.
  • 3Mr. Hansen has been with Cintas since 1995 and has held various finance and operational roles, including Corporate Controller and Vice President and Treasurer.
  • 4Mr. Hansen's annual base salary will be increased to $340,000.
  • 5He will be eligible for a target annual cash incentive of $110,000, prorated for his new role and prior role in fiscal 2015.
  • 6The Compensation Committee approved a "Promotional Grant" for Mr. Hansen including 16,000 non-qualified stock options and 5,500 shares of restricted stock upon his appointment.
  • 7Mr. Hansen will also be eligible for future equity awards under the Management Incentive Plan, with a mix of stock options and restricted stock, and participation in other executive compensation and benefit programs.

Frequently Asked Questions

William C. Gale will retire as Senior Vice President and Chief Financial Officer effective January 31, 2015. J. Michael Hansen will be appointed as the new Vice President and Chief Financial Officer effective upon Mr. Gale's retirement.

J. Michael Hansen has been with Cintas since 1995 and has held numerous positions, including General Manager of the Cincinnati Fire location, Corporate Controller, and most recently, Vice President and Treasurer since June 2010.

Mr. Hansen's compensation includes an increased annual base salary of $340,000, a target annual cash incentive of $110,000 (prorated for fiscal 2015), a promotional grant of 16,000 stock options and 5,500 restricted shares upon appointment, and eligibility for future equity awards under the Management Incentive Plan.

The annual cash incentive for Mr. Hansen is targeted at $110,000 and is comprised of an Earnings Per Share (EPS) component (50%) and individual performance component (50%). He can earn between 0% and 200% of the target amount based on overall performance, and it will be prorated for his time in the CFO role and his prior role as VP and Treasurer in fiscal 2015.