DEF 14A of Chipotle Mexican Grill Inc, Apr 23, 2024

DEF 14A of Chipotle Mexican Grill Inc

Filed Apr 23, 2024 · FY20230001140361-24-021181

Open on EDGAR

  1. Highlights of Director Nominees

    Highlights of Director Nominees

  2. Highlights of Director Nominees

    | Name | Director Since | Independent | Age | Audit & Risk Committee | Compensation, People & Culture Committee | Nominating & Corporate Governance Committee | | Albert Baldocchi | 1997 | ✔ | 70 | | | ✔ | | Matthew Carey | 2021 | ✔ | 59 | ✔ | | | | Gregg Engles | 2020 | ✔ | 66 | | ✔ | | | Patricia Fili-Krushel | 2019 | ✔ | 70 | | Chair | | | Laura Fuentes | 2023 | ✔ | 49 | | ✔ | | | Mauricio Gutierrez | 2021 | ✔ | 53 | | | ✔ |

  3. Highlights of Director Nominees

    | | 2024 Proxy Statement 1 |

  4. Highlights of Director Nominees

    | Name | Director Since | Independent | Age | Audit & Risk Committee | Compensation, People & Culture Committee | Nominating & Corporate Governance Committee | | Robin Hickenlooper | 2016 | ✔ | 45 | | | Chair | | Scott Maw(1) (2) | 2019 | ✔ | 56 | Chair | | | | Brian Niccol | 2018 | | 50 | | | | | Mary Winston(2) | 2020 | ✔ | 62 | ✔ | | |

  5. Highlights of Director Nominees

    | (1) Lead Independent Director. |

  6. Highlights of Director Nominees

    | (2) Designated as an “Audit Committee Financial Expert” under the SEC rules. |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently has ten members, with each director serving for a one-year term. At the annual meeting, shareholders will vote on the ten nominees named below. Each of the director nominees was elected at the 2023 annual meeting of shareholders, except for Laura Fuentes, who was elected to the Board in September 2023. Ms. Fuentes initially was recommended to our Board by an executive recruiting firm retained by the Board to assist in identifying, evaluating and conducting due diligence on potential director candidates. Each director nominee was nominated for re-election to the Board upon the recommendation of the Nominating and Corporate Governance Committee and has consented to serve if elected; however, if any nominee is unable to serve or will not serve for any reason, the directors may decide to reduce the size of the Board or the persons designated on the accompanying form of proxy will vote for other candidates in accordance with their judgment. We are not aware of any reason the nominees would not be able to serve if elected. The Board of Directors held four meetings in 2023. Each director attended at least 75% of the meetings of the Board and of Committees of which he or she was a member during the time in which they served as a member of the Board in 2023. The Board requests that each director attend our annual shareholder meeting absent extenuating circumstances, and all directors who were serving on the date of the 2023 annual meeting attended the meeting. There are no family relationships among our directors, or between our directors and executive officers. The Board of Directors recommends a vote FOR the election of each of the director nominees.

  8. INFORMATION REGARDING THE DIRECTOR NOMINEES

    INFORMATION REGARDING THE DIRECTOR NOMINEES

  9. Biographical Information

    Biographical Information The following is biographical information about each nominee, including a description of the experience, qualifications and skills that have led the Board to determine that each nominee should serve on the Board. If elected, the terms of all director nominees will expire as of the date of next year’s annual meeting of shareholders. Each director will hold office until their successors are elected and have qualified or their earlier resignation or removal. The age of each director is as of June 6, 2024, the date of the annual meeting.

  10. Biographical Information

    | | 2024 Proxy Statement 13 |

  11. Biographical Information

    | Albert S. Baldocchi Age: 70 Director Since: 1997 | Background: Mr. Baldocchi has been self-employed since 2000 as a financial consultant and strategic advisor for, and investor in, a variety of privately held companies. He holds a Bachelor of Science degree in Chemical Engineering from the University of California at Berkeley and an MBA from Stanford University. Qualifications: Mr. Baldocchi’s extensive involvement with restaurant companies for almost 30 years has given him an in-depth knowledge of restaurant company finance, operations and strategy. He also has considerable experience with high-growth companies in the restaurant industry and in other industries, and his experience as a senior investment banker at a number of prominent institutions, including Morgan Stanley, Solomon Brothers and Montgomery Securities, helped him develop solid capabilities in accounting and finance as well. How I Chipotle: Burrito with white rice, pinto beans, barbacoa, tomatillo-green chili salsa and sour cream, with a side of guacamole and chips. |

  12. Biographical Information

    | Matthew A. Carey Age: 59 Director Since: 2021 | Background: Mr. Carey has served as the Executive Vice President of Customer Experience of The Home Depot, Inc., a home improvement retailer, since April 2022, and previously served as Executive Vice President and Chief Information Officer of The Home Depot since September 2008. Prior to that, Mr. Carey served as the Senior Vice President and Chief Technology Officer at eBay Inc. He also held various positions with Wal-Mart Stores, Inc., with his final role as Senior Vice President and Chief Technology Officer. Mr. Carey has significant cybersecurity expertise through his current and prior positions as the chief technology officer of large retail companies. He previously served as a member of the Board of Directors of Geeknet Inc. and TransUnion Corp. Mr. Carey received an Associate of Applied Science degree from Oklahoma State University-Okmulgee. Qualifications: Mr. Carey has significant operational and strategic leadership experience and also brings to our Board extensive experience with information technology, cybersecurity and managing a global retail environment. How I Chipotle: Burrito Bowl with ½ black beans, ½ pinto beans, double chicken, tomatillo-green chili salsa, cheese and a side of guacamole. |

  13. Biographical Information

    | Gregg L. Engles Age: 66 Director Since: 2020 | Background: Mr. Engles is the Founder and Managing Partner of Capitol Peak Partners LLC, a capital investment company, since April 2017. He also serves as Chairman of Borden Dairy Company, a dairy company, and served as its Chief Executive Officer from July 2020 to November 2022. Mr. Engles previously served as the Chairman of the Board of Directors and Chief Executive Officer of The WhiteWave Foods Company, a global food and beverage company, from October 2012 until April 2017 when it was acquired by Danone S.A. He previously served as Chairman of the Board of Directors and Chief Executive Officer of Dean Foods Company, a food and beverage company and former parent company of WhiteWave, from April 1996 until WhiteWave’s initial public offering in October 2012. Mr. Engles currently serves on the Board of Directors of Liberty Broadband Corporation and he previously served on the Boards of Directors of Danone S.A., The WhiteWave Foods Company (until it was acquired by Danone S.A.), GCI Liberty (until it merged into Liberty Broadband Corporation), Liberty Expedia Holdings, Inc., and Dartmouth College. He received a Bachelor’s degree in Economics from Dartmouth College and a Juris Doctorate from Yale University. Qualifications: Mr. Engles has significant operational, strategic leadership and Board experience gained through his senior leadership positions at WhiteWave and other large public companies. He provides our Board with executive leadership perspective on the operations and management of public companies, which will assist our Board in evaluating strategic opportunities. How I Chipotle: Salad with Carne Asada, brown rice, black beans, fresh tomato salsa, fajita veggies, sour cream, cheese and Chipotle honey vinaigrette dressing. |

  14. Biographical Information

    | | 2024 Proxy Statement 14 |

  15. Biographical Information

    | Patricia Fili-Krushel Age: 70 Director Since: 2019 | Background: Ms. Fili-Krushel served as Chief Executive Officer of Coqual (formerly Center for Talent Innovation), a New York City–based think tank that focuses on global talent strategies, from January 2019 until February 2021. She currently serves as a director of Coqual and previously served as Chair of its Board of Directors. From 2011 to 2016, she served as an executive at Comcast Corporation, a global media and technology company; as Division Chairman, NBCUniversal News Group; and as Executive Vice President, NBCUniversal. Prior to that, Ms. Fili-Krushel served as Executive Vice President and Chief Administrative Officer of Time Warner Inc., a global media and entertainment company, from 2001 to 2011; as President & CEO, WebMD Health Division, of WebMD Health Corp., from 2000 to 2001; as President, ABC Television Network, and President, ABC Daytime, Disney-ABC Television Group, of The Walt Disney Company, a diversified worldwide entertainment company; and as Senior Vice President, Programming of Lifetime Entertainment Services, an entertainment and media company, from 1988 to 1992. She also serves as a director of Dollar General Corporation and Reddit, Inc. Ms. Fili-Krushel received a Bachelor’s degree in Communications from Saint John’s University, and an MBA from Fordham University. Qualifications: Ms. Fili-Krushel has extensive leadership, human resources and compensation experience and her contributions to the Board include broad experience in managing global businesses, developing business strategy, talent management and creating organizational cultures. She also brings experience serving on the boards of directors of other public companies. How I Chipotle: Burrito bowl with brown rice, chicken, black beans, fresh tomato salsa, cheese, guacamole and chips. |

  16. Biographical Information

    | Laura Fuentes Age: 49 Director Since 2023 | Background: Ms. Fuentes is the Executive Vice President and Chief Human Resources Officer of Hilton Worldwide Holdings Inc., a role she’s held since 2020. Prior to that, she held the position of Chief Talent and Diversity Officer and several other executive roles at Hilton since joining the company in 2013. For six years, Ms. Fuentes served in various Corporate Strategy and Human Resources roles at Capital One Financial Corporation. Before that, she worked at McKinsey & Company advising clients across various industries in their Madrid, New York, and Washington, D.C offices. She serves as a board member for two nonprofit organizations, Make-a-Wish Mid-Atlantic and Arlington Free Clinic. Additionally, she represents Hilton on the Tent US Advisory Council for refugees and serves on the board for the University of Virginia McIntire School of Commerce. Originally from Spain, Ms. Fuentes holds a Bachelor of Science from the University of Virginia, a Masters of Science in Structural Engineering from the University of Texas at Austin and an MBA from Columbia University. Qualifications: Ms. Fuentes brings to the Board broad global people leadership experience and a deep understanding of the global hospitality industry. She also has extensive experience with strategic planning, leading a senior management team and creating an international organizational culture. How I Chipotle: Burrito bowl with white rice, fajita vegetables, black beans, guacamole, fresh tomato salsa, cheese and sour cream. |

  17. Biographical Information

    | | 2024 Proxy Statement 15 |

  18. Biographical Information

    | Mauricio Gutierrez Age: 53 Director Since: 2021 | Background: Mr. Gutierrez served as President and Chief Executive Officer of NRG Energy, Inc., an integrated power company, from December 2015 to November 2023. He joined NRG in August 2004 and served in multiple executive positions within NRG, including Executive Vice President and Chief Operating Officer of NRG from July 2010 to December 2015; Executive Vice President–Commercial Operations from January 2009 to July 2010; and Senior Vice President–Commercial Operations from March 2008 to January 2009. Mr. Gutierrez also served as the Interim President and Chief Executive Officer of Clearway Energy, Inc. (formerly NRG Yield, Inc.), an energy infrastructure investor and owner that was spun off from NRG Energy in 2015, from December 2015 to May 2016, and Executive Vice President and Chief Operating Officer of Clearway from December 2012 to December 2015. Mr. Gutierrez held various positions within Dynegy’s commercial and trading organization and Mexico City-based DTP Consultores. He serves as a member of the Boards of Directors of Electric Power Supply Association (EPSA), Chief Executives for Corporate Purpose (CECP) and Drexel University, and previously served on the board of NRG Energy, Inc. and Clearway Energy, Inc. Mr. Gutierrez holds a Bachelor’s degree in Industrial Engineering from the Universidad Panamericana, a Master’s Degree in Mineral Economics from the Colorado School of Mines and a Master’s Degree in Petroleum Economics from the French Petroleum Institute. Qualifications: Mr. Gutierrez’s experience as a chief executive officer brings to our Board management’s perspective on leading day-to-day business operations. He also has extensive experience with strategic planning, leading a senior management team, risk management and environmental and sustainability issues. How I Chipotle: Burrito with Carne Asada, white rice, pinto beans, guacamole, with tomatillo-green chili salsa and chips. |

  19. Biographical Information

    | Robin Hickenlooper Age: 45 Director Since: 2016 | Background: Ms. Hickenlooper is Senior Vice President of Corporate Development at Liberty Media Corporation, an owner of media, communications and entertainment businesses, and has served in senior corporate development roles at Liberty Media and its affiliates since 2010. Prior to joining Liberty Media in 2008, Ms. Hickenlooper worked at Del Monte Foods and in investment banking at Thomas Weisel Partners. Ms. Hickenlooper currently serves on the Board of Directors of Sirius XM Holdings Inc., and she previously served on the Board of Directors of FTD Companies, Inc. She earned a Bachelor’s Degree in Public Policy from Duke University and an MBA from Kellogg School of Management at Northwestern University. Qualifications: Ms. Hickenlooper brings to the Board significant experience in marketing and new media, as well as public company corporate governance. How I Chipotle: Salad with brown rice, chicken, fresh tomato salsa, tomatillo-green chili salsa, cheese and guacamole, with a touch of sour cream and chips crumbled on top. |

  20. Biographical Information

    | Scott Maw Age: 56 Director Since: 2019 | Background: Mr. Maw served as a Managing Director at WestRiver Group, a private equity investment firm, from August 2019 to August 2020 and as a Senior Advisor from August 2020 until February 2021. He was Executive Vice President and Chief Financial Officer at Starbucks Corporation, a global roaster and retailer of specialty coffee, from 2014 until his retirement at the end of 2018. He also was Senior Vice President, Corporate Finance at Starbucks from 2012 to 2013, and Senior Vice President and Global Controller from 2011 to 2012. From 2010 to 2011, he was Senior Vice President and Chief Financial Officer of SeaBright Holdings, Inc., a specialty workers’ compensation insurer. From 2008 to 2010, he was Senior Vice President and Chief Financial Officer of the Consumer Bank at JP Morgan Chase & Company. Prior to this, Mr. Maw held leadership positions in finance at Washington Mutual, Inc. from 2003 to 2008, and GE Capital from 1994 to 2003. Prior to joining GE Capital, Mr. Maw worked at KPMG’s audit practice from 1990 to 1994. He currently serves as a member of the Boards of Directors of Avista Corporation and Alcon Inc. and serves on the Board of Trustees of Gonzaga University. He previously served on the Board of Directors of Root, Inc. Mr. Maw holds a Bachelor of Business Administration in Accounting from Gonzaga University. Qualifications: Mr. Maw brings to our Board expert knowledge in finance, accounting, risk management and public corporate governance and has extensive experience leading global teams. How I Chipotle: Burrito bowl with Carne Asada or chicken, white rice, black beans, cheese, fresh tomato salsa and tomatillo-red chili salsa. |

  21. Biographical Information

    | | 2024 Proxy Statement 16 |

  22. Biographical Information

    | Brian Niccol Age: 50 Director Since: 2018 | Background: Mr. Niccol has served as our Chief Executive Officer and a director since March 2018 and in the additional role as Chairman of the Board since March 2020. From January 2015 to February 2018, Mr. Niccol served as Chief Executive Officer of Taco Bell, a division of Yum! Brands, Inc., a global restaurant company. He joined Taco Bell in 2011 as Chief Marketing and Innovation Officer and served as President from 2013 to 2014. Prior to his service at Taco Bell, from 2005 to 2011 he served in various executive positions at Pizza Hut, another division of Yum! Brands, including General Manager and Chief Marketing Officer. Before joining Yum! Brands, Mr. Niccol spent 10 years at Procter & Gamble Co., serving in various brand management positions. Mr. Niccol serves on the Board of Directors of KB Home (until April 18, 2024), one of the largest homebuilders in the U.S., and Chipotle Cultivate Foundation, Chipotle’s nonprofit organization. He previously served on the Board of Harley-Davidson, Inc. Mr. Niccol holds an undergraduate degree from Miami University and an MBA from the University of Chicago Booth School of Business. Qualifications: Mr. Niccol brings us extensive experience in brand management, executive leadership, marketing and operations, as well as a proven track record of driving outstanding results at multiple restaurant brands. He also adds to the Board’s experience in corporate governance and public company oversight. How I Chipotle: Burrito with white rice, chicken, mild salsa, corn salsa, fajita veggies, cheese with a side of guacamole and chips. |

  23. Biographical Information

    | Mary Winston Age: 62 Director Since: 2020 | Background: Ms. Winston is the Founder and President of WinsCo Enterprises, Inc., a consulting firm providing financial and board governance advisory services since 2016. She served as interim Chief Executive Officer of Bed Bath & Beyond Inc., a retail chain, from May 2019 to November 2019, and as Executive Vice President and Chief Financial Officer of Family Dollar Stores, a leading discount retailer, from 2012 until it was acquired by Dollar Tree in 2015. Prior to that, Ms. Winston served as Senior Vice President and Chief Financial Officer of Giant Eagle, Inc., a supermarket chain, from 2008 to 2012, and as Executive Vice President and Chief Financial Officer of Scholastic Corporation, a global children’s publishing, education and media company, from 2004 to 2007. Ms. Winston currently serves on the Boards of Directors of Acuity Brands, Inc., TD Bank Group and Northrop Grumman Corporation. She also serves on the Boards of Directors of Toronto-Dominion Bank’s U.S. subsidiary and Bechtler Museum of Modern Art. Ms. Winston previously served on the Boards of Directors of Dover Corporation, Bed, Bath & Beyond, Domtar Corporation, Plexus Corporation and Supervalu Inc. She holds a Bachelor’s degree in Accounting from the University of Wisconsin, an MBA in Finance, Marketing and International Business from Northwestern University’s Kellogg Graduate School, and is a CPA, as well as a National Association of Corporate Directors (NACD) Board Leadership Fellow. Qualifications: Ms. Winston brings us extensive experience and expertise from years of broad financial management and executive leadership experience, including serving as CFO of three large companies. She also brings to the Board valuable experience in risk oversight and capital allocation, executive compensation and general corporate governance matters. How I Chipotle: Burrito bowl with chicken, brown rice, fajita veggies, cheese and fresh tomato salsa. |

  24. Biographical Information

    | | 2024 Proxy Statement 17 |

  25. 2023 Director Compensation

    2023 Director Compensation The Compensation, People and Culture Committee of the Board reviews and makes recommendations to the full Board on compensation provided to non-employee directors at least biennially, as required by its charter. In May 2023, the Board approved an increase of $40,000 in the grant value of the annual equity grant to non-employee directors, bringing the total grant value to $215,000. Directors who are employees of Chipotle do not receive compensation for their services as directors. Accordingly, Mr. Niccol did not receive additional compensation for service on the Board in 2023. We also reimburse directors for expenses incurred in connection with their service as directors, including travel expenses for meetings. The table below describes the compensation program for our non-employee directors, as amended in May 2023.

  26. 2023 Director Compensation

    | Non-Employee Director Compensation | Cash Retainer(1) | Restricted Stock Units(2) | | Annual Director Retainer | $110,000 | $215,000 | | Committee Chair Retainers: | | | | Audit & Risk | $42,500 | | | Compensation, People & Culture | $37,500 | | | Nominating and Corporate Governance | $30,000 | | | Committee Member Retainers (Excluding Committee Chair): | | | | Audit & Risk | $15,000 | | | Compensation, People & Culture | $15,000 | | | Nominating and Corporate Governance | $10,000 | | | Lead Independent Director | $50,000 | |

  27. 2023 Director Compensation

    | (1) All cash retainers are paid in arrears, on a pro-rata basis, at the end of May and November. Directors also would be paid an additional $2,000 fee for each formal Committee meeting in excess of eight formal meetings in which the director participates as a Committee member. |

  28. 2023 Director Compensation

    | (2) Restricted stock units, or RSUs, represent the right to receive shares of our common stock upon vesting. RSUs are granted to non-employee directors on or about the date of our annual meeting of shareholders each year and vest in full on the grant date. The number of shares subject to the award is based on the closing price of our common stock on the grant date. Directors may elect to defer receipt upon vesting of the shares underlying the RSUs. |

  29. 2023 Director Compensation

    Under our stock ownership requirements for our directors, each non-employee director is required to own Chipotle common stock with a market value of five times the annual cash retainer within five years of the director’s election to the Board. All non-employee directors met this requirement as of December 31, 2023, except Laura Fuentes who was elected to the Board in September 2023. The compensation we paid to each non-employee director who served on the Board in 2023 is set forth below.

  30. 2023 Director Compensation

    2023 Director Compensation

  31. 2023 Director Compensation

    | Director | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Albert Baldocchi | $120,000 | $216,079 | $336,080 | | Matthew Carey | $125,000 | $216,079 | $341,080 | | Gregg Engles | $125,000 | $216,079 | $341,080 | | Patricia Fili-Krushel | $147,500 | $216,079 | $363,580 | | Laura Fuentes(3) | $21,247 | $149,797 | $171,044 | | Mauricio Gutierrez | $125,000 | $216,079 | $341,079 | | Robin Hickenlooper | $140,000 | $216,079 | $356,080 | | Scott Maw | $202,500 | $216,079 | $418,580 | | Mary Winston | $125,000 | $216,079 | $341,080 |

  32. 2023 Director Compensation

    | (1) Reflects cash compensation paid to each director in 2023 for service on the Board, a Committee of the Board and as Lead Independent Director. |

  33. 2023 Director Compensation

    | (2) Reflects the grant date fair value under FASB Topic 718 of RSUs awarded for the equity portion of each non-employee director’s annual retainer, which is made on or about the date of the annual meeting of shareholders. On May 25, 2023, RSUs in respect of 105 shares of common stock were granted to each non-employee director who was re-elected to the Board, which RSUs were valued at $2,057.90 per share, the closing price of Chipotle common stock on the grant date. The grant covered the one-year service period from the 2023 annual meeting to the 2024 annual meeting and the RSUs vested immediately on the grant date. On September 20, 2023, an RSU in respect of 78 shares of common stock was granted to Laura Fuentes in connection with her election to the Board, which RSU was valued at $1,920.48 per share, the closing price of Chipotle common stock on the grant date. Directors may elect to defer receipt upon vesting of the shares underlying the RSUs to a future date. In 2023 one director, Mary Winston, elected to defer her receipt of the RSUs. |

  34. 2023 Director Compensation

    | (3) Laura Fuentes was elected to the Board on September 15, 2023 and received prorated compensation for service through the 2024 annual meeting. |

  35. 2023 Director Compensation

    | | 2024 Proxy Statement 22 |

  36. 2023 Performance Overview

    2023 Performance Overview We delivered outstanding performance in 2023 as we surpassed $3 million in average unit volumes (AUVs) driven by strong transaction growth fueled by our focus on throughput and successful menu innovation. We also opened a record number of new restaurants, including our 800th Chipotlane, and formed our first international partnership. Looking forward, we believe we are well positioned to pursue our long-term growth opportunities. As a performance-driven company, our outstanding 2023 financial results resulted in over 200% payouts under Chipotle’s 2023 annual incentive plan (“AIP”) and a 278% payout under the 2021 performance share unit (“PSU”) awards, which are described in this section.

  37. Alignment of Executive Compensation with Shareholder Interests

    | What We Do | What We Don’t Do | | Maintain a performance-driven compensation philosophy where a significant portion of our executive compensation is variable, at-risk pay. Employ an annual long-term incentive (LTI) plan based predominantly on performance-based equity awards that fully vest over a minimum of 36 months. Align our executive compensation with achieving meaningful financial, operational and individual goals that drive shareholder value. Design our executive compensation program to align with shareholder interests, by using multiple incentive plan performance measures, robust executive stock ownership guidelines, long-term performance goals and minimum three-year periods for full vesting on annual LTI awards. Conduct extensive shareholder engagement on executive compensation, corporate governance and sustainability related matters. Carefully consider the annual “say on pay” vote result and solicit and respond to shareholder feedback. Maintain a clawback policy that enables the Board to recoup incentive compensation paid or awarded to an executive officer if it was based on financial results that subsequently were restated, and also to cause forfeiture of an executive officer’s compensation if they engaged in egregious conduct that is substantially detrimental to the company. | No hedging, pledging or short sales of Chipotle common stock and no holding Chipotle common stock in margin accounts by executive officer or directors. No stock option or stock appreciation right repricing, reloads or exchanges and no stock options or stock appreciation rights granted below market value without shareholder approval. No single trigger acceleration of equity awards in connection with a change in control. No excessive executive perquisites or benefits. No additional work for or on behalf of management is allowed for the independent consultant to the Compensation, People and Culture Committee. No fixed term or evergreen employment agreements with executives. |

  38. Executive Compensation Philosophy and Objectives

    | • | Position our target total direct compensation (base salary, target annual incentive bonus opportunity and target LTI opportunity) at a level where we can successfully recruit and retain industry leading talent critical to shaping and executing our business strategy and creating long-term value for our shareholders. |

  39. Executive Compensation Philosophy and Objectives

    | • | Align relative realized pay with relative performance versus peers by emphasizing long-term equity over short-term cash and performance-based compensation over time-vested compensation. |

  40. Executive Compensation Program Components and Structures

    | Base Salary | Annual Incentive Plan | Equity Compensation | | Purpose: Attract and retain executives and provide a competitive fixed, compensation element. Key features: Determined based on the position’s importance within Chipotle and impact on the business, the executive’s experience, and external market data. | Purpose: Incentivize achievement of annual financial, operating, brand purpose and individual goals. Key features: Our 2023 AIP provides for variable cash payouts based on achievement against quantitative operating, financial performance and brand purpose goals approved by the Committee at the beginning of each year, as well as evaluations of performance against individual goals and objectives. Payouts may be reduced based on food safety performance. | Purpose: Align the incentives of our executive officers with shareholder interests and reward the creation of shareholder value. Key features: Our LTI mix for 2023 was 60% PSUs with a three-year performance period, 20% seven-year term stock only stock appreciation rights (“SOSARs”) that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date, and 20% in either SOSARs or restricted stock units (“RSUs”), at the executive’s election, that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date. For 2023, most executives elected to receive SOSARs, resulting in LTI value being granted 60% in PSUs and 40% in SOSARs. |

  41. Most OF OUR Executive Compensation is Variable, At-Risk Pay

    | (1) Pie charts show 2023 target total direct compensation, which consists of base salary, target bonus payout, and LTI granted during fiscal 2023. Consistent with disclosure in the 2023 Summary Compensation Table, LTI awards are reported at grant date fair value (which, for PSUs, is based on the target number of shares subject to the award). |

  42. Role of Market Data and Our Peer Group

    Role of Market Data and Our Peer Group

  43. Market Data and Impact on 2023 Pay Levels

    Market Data and Impact on 2023 Pay Levels The Compensation, People and Culture Committee believes the investment community generally assesses our performance by reference to a peer group composed primarily of other companies in the restaurant industry and other high-growth hospitality and digitally enabled, customer-oriented companies. The Committee and management recognize that the talent pool for executives is broader than the restaurant industry and, for that reason, chose to include other non-restaurant consumer focused companies in our compensation peer group, although most of our compensation peers are in the restaurant and hospitality industries. Each year, the Committee’s independent compensation consultant provides the Committee with pay data for executive officer roles and the incentive plan structures of the companies in our peer group, which the Committee considers in setting pay levels and determining pay design for executive officers. This peer group data is only one factor considered by the Committee in setting executive compensation each year. In setting 2023 pay levels, in addition to peer group data, the Committee also considered our progress on achieving our strategic objectives, current target compensation opportunities, internal equity, the value of outstanding equity awards and the overall design of our executive compensation program. We believe our executive compensation program has consistently demonstrated strong alignment with financial performance and shareholder value creation.

  44. Market Data and Impact on 2023 Pay Levels

    | | 2024 Proxy Statement 59 |

  45. 2023 Peer Group

    2023 Peer Group In identifying companies for potential inclusion in the peer group, the Compensation, People and Culture Committee used the following criteria:

  46. 2023 Peer Group

    | Category | Criteria | | General | • Publicly traded (not a subsidiary) • U.S. based (not a foreign issuer) | | Industry / Business Focus | • Restaurants • Other Consumer Discretionary: Apparel, Accessories & Luxury Goods, Hotel, Resorts & Cruise Line, Internet & Direct Marketing Retail, and Specialty Stores industries | | Size | • Restaurants: 0.25x to 4.0x Chipotle revenue and 12-month average market cap • Other Consumer Discretionary: 0.3 – 3.33x Chipotle revenue and 12-month average market cap | | Other | • For Other Consumer Discretionary companies, a focus on technology-enabled consumer businesses and high growth companies |

  47. 2023 Peer Group

    We include in our peer group both direct restaurant peers as well as non-restaurant companies that have some combination of high brand recognition, attractive growth opportunities, strong customer service and technology-enabled operations, which align with Chipotle’s continued focus on customer service and operational excellence. For 2023, the Committee determined to remove Wayfair Inc. due to lack of alignment on the size criteria, and add Airbnb, Inc. and Booking Holdings Inc. as high-growth technology-enabled consumer services companies. Chipotle’s revenues rank at the 35th percentile of this peer group, and our market capitalization ranks at the 64th percentile of this peer group (as of December 31, 2023), which confirmed for the Committee that this peer group is appropriate in generally reflecting comparable organizational size and related complexity.

  48. Data provided by S&P Capital IQ; $ in millions

    | (1) Reflects revenue for each peer company’s most recent fiscal year end as of March 5, 2024, the date of this analysis. For Darden Restaurants, Lululemon, Starbucks, and Ulta Beauty, reflects trailing twelve months as reported by Standard & Poor’s on March 5, 2024, because these companies do not operate on a calendar fiscal year. |

  49. Data provided by S&P Capital IQ; $ in millions

    The Committee reviews the composition of the peer group periodically and makes adjustments in response to changes in size, business operations and/or strategic focus, mergers and acquisitions, and companies becoming public. In September 2023, the Committee decided for purposes of 2024 compensation to expand the peer group to 16 and added Marriott International, Inc. without removing any companies.

  50. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) The AIP is our annual cash incentive program for certain bonus eligible employees, including our executive officers, and payout is based on the extent of our achievement against predetermined performance factors. The 2023 AIP had two performance factors: a company performance factor (“CPF”) weighted 75%, and an individual performance factor (“IPF”) weighted 25% and is subject to a quantitative Brand Purpose modifier that can increase or decrease the overall AIP payout by 15%. The Brand Purpose modifier has three pillars – food & animals, people and environment – and a 5% weight is assigned to each pillar. There is also a cap on the maximum earnout for the IPF based on the level of CPF achievement to help ensure that individual achievement under the IPF is aligned with business and operating performance. The total AIP payout remains subject to a food safety modifier that can reduce (but not increase) the bonus by as much as -20%. Chipotle is committed to food safety and strong food safety performance is an expectation, therefore our executive officers cannot earn a higher bonus for strong food safety performance.

  51. Annual Incentive Plan (AIP)

    | | 2024 Proxy Statement 61 |

  52. Annual Incentive Plan (AIP)

    The graphic below illustrates the AIP calculation, including the weighting of the CPF and IPF and the Brand Purpose modifier, with a potential reduction under the food safety modifier:

  53. Annual Incentive Plan (AIP)

    | Performance Metrics |

  54. Annual Incentive Plan (AIP)

    | Company Performance Factor (CPF) | | | Brand Purpose Modifier | | | | 40% Comparable Restaurant Sales | 40% Restaurant Cash Flow Margin | 20% Site Assessment Requests | Pillar 1: Food & Animals (5%) | Pillar 2: People (5%) | Pillar 3: Environment (5%) |

  55. Annual Incentive Plan (AIP)

    Payout for the CPF and IPF and for total AIP can range from 0% up to a maximum of 275% of the target level. For the 2023 AIP, any payout above 200% of the target level was paid in the form of RSUs that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date, subject to the executive officer’s continued service through the applicable vesting date.

  56. Target Bonus Opportunities

    Target Bonus Opportunities Each executive officer’s target opportunity under the AIP is expressed as a percentage of base salary. For 2023, the Compensation, People and Culture Committee approved an increase in the target opportunity for our CEO (who did not receive an increase in 2022, unlike other NEOs) to better align with competitive market levels and maintain our desired pay for performance compensation philosophy. All other NEO target bonus opportunities remain unchanged from 2022.

  57. Target Bonus Opportunities

    | | AIP Targets (% of Base Salary) | | | | NEO | 2023 | 2022 | % Change | | Brian Niccol | 200% | 180% | 20% | | Jack Hartung | 110% | 110% | 0% | | Curt Garner | 100% | 100% | 0% | | Chris Brandt | 90% | 90% | 0% | | Scott Boatwright | 90% | 90% | 0% |

  58. Company Performance Factor (CPF)

    | CPF Performance Goals | | | | | | | Metric | Weighting | Threshold Performance | Target Performance | Maximum Performance | 2023 Actual Results | | CRS | 40% | 0.90% | 4.9-5.9% | 9.9% | 7.9% | | RCF Margin % | 40% | 24% | 25.0 – 25.5% | 26.5% | 26.2% | | SARs | 20% | 380 | 410 | 440 | 443 | | | | | | Total CPF | 215% |

  59. 2023 Bonus Payouts

    2023 Bonus Payouts The 2023 AIP payout for each NEO is set forth below.

  60. 2023 Bonus Payouts

    | | Target 2023 AIP Payout | | Actual 2023 AIP Payout(1) | | | | | | Name | % of Base Salary | Dollar Value | CPF | IPF | Brand Purpose Modifier | Dollar Value | % of Target | | Brian Niccol | 200% | $2,600,000 | 215.0% | 225.0% | 5.0% | $5,785,000 | 223% | | Jack Hartung | 110% | $951,500 | 215.0% | 210.0% | 5.0% | $2,081,406 | 219% | | Curt Garner | 100% | $780,000 | 215.0% | 200.0% | 5.0% | $1,686,750 | 216% | | Chris Brandt | 90% | $652,500 | 215.0% | 200.0% | 5.0% | $1,411,031 | 216% | | Scott Boatwright | 90% | $585,000 | 215.0% | 215.0% | 5.0% | $1,287,000 | 220% |

  61. 2023 Bonus Payouts

    | (1) The food safety metric is only a negative modifier and can decrease payouts by as much as -20%. Based on our strong food safety performance in 2023, the Committee did not apply the negative modifier to reduce any payouts. |

  62. 2023 Bonus Payouts

    Under the 2023 AIP, all payouts to our executive officers that exceed 200% of target are paid in the form of RSUs that vest in two equal installments on the second and third anniversaries of the grant date, subject to the executive officer’s continued service through the applicable vesting date. As a result, the 2023 AIP was paid as follows:

  63. 2023 Bonus Payouts

    | | 2023 AIP Payout | | | | Executive Officer | Total Payout | Paid in Cash | Paid in RSUs(1) | | Brian Niccol | $5,785,000 | $5,200,000 | $585,000 | | Jack Hartung | $2,081,406 | $1,903,000 | $178,406 | | Curt Garner | $1,686,750 | $1,560,000 | $126,750 | | Christopher Brandt | $1,411,031 | $1,305,000 | $106,031 | | Scott Boatwright | $1,287,000 | $1,170,000 | $117,000 |

  64. 2023 Bonus Payouts

    | (1) RSUs were granted on February 9, 2024 and vest in two equal installments on the second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  65. 2023 Bonus Payouts

    | | 2024 Proxy Statement 65 |

  66. Fiscal 2023 Annual LTI Awards

    Fiscal 2023 Annual LTI Awards Each year, the Committee reviews the LTI awards granted to our NEOs to evaluate whether they are properly aligned with the long-term growth of the company and shareholder interests. For 2023, the Committee maintained the same target LTI mix as the prior year of 60% PSUs, 20% SOSARs, and 20% individual choice between RSUs or SOSARs with an equivalent grant value. Most of the mix consists of PSUs and SOSARs because the Committee believes these vehicles are performance-based and reward management for delivering on key long-term financial performance goals and enhancing long-term shareholder value. Offering RSUs gives executive officers an opportunity to balance their overall LTI award with full value equity. In February 2023, the Committee decided to provide a majority of the increase in target compensation for NEOs in the form of the annual LTI grant, in order to align with shareholder interests, enhance retention and long-term focus, and continue to drive industry leading performance. For 2023, the Committee increased the target grant value for each NEO to be competitive with current market levels, which market levels increased significantly from 2022. The table below reflects the 2023 target grant value for each NEO, split 60% in PSUs and 40% in SOSARs for Messrs. Niccol, Hartung and Garner, and split 60% PSUs, 20% SOSARs and 20% RSUs for Messrs. Brandt and Boatwright. Further details of these annual grants are provided below and are disclosed in the “Grants of Plan-Based Awards in 2023” table.

  67. Fiscal 2023 Annual LTI Awards

    | | Annual LTI Grant - Total Grant Value | | | | NEO | 2023 | 2022 | % Change | | Brian Niccol | $15,500,000 | $13,500,000 | 14.8% | | Jack Hartung | $5,500,000 | $4,000,000 | 37.5% | | Curt Garner | $5,000,000 | $4,000,000 | 25.0% | | Chris Brandt | $4,500,000 | $3,700,000 | 21.6% | | Scott Boatwright | $4,500,000 | $3,700,000 | 21.6% |

  68. 2023 PSU Awards

    2023 PSU Awards For the 2023 PSU awards, the Compensation, People and Culture Committee made one refinement from the 2022 PSU awards. The 2022 PSU awards had one performance metric consisting of 3-Year cumulative RCF dollars. For the 2023 PSU awards, the Committee approved two metrics: (i) 3-Year cumulative Base RCF dollars, weighted 90%, and (ii) total number of new restaurant openings (“NROs”), weighted 10%, both measured over the 3-year performance period of January 1, 2023 – December 31, 2025. The Committee determined that RCF Dollars continues to be the best measure for the 2023 PSU awards because it incentivizes the most important drivers of our business: top line growth at our existing restaurant base, restaurant level profitability and growing our restaurant base; however, the Committee decided to adjust the calculation of RCF dollars for 2023 to exclude cash flow dollars from restaurants open after January 1, 2023 to address the unpredictable timelines for NROs, because restaurant openings can be delayed (sometimes for months) due to forces outside our reasonable control (e.g., equipment unavailability, delays in municipal inspections and permits), which can result in swings in annual cash flow dollars generated by new restaurants. To ensure continued focus on long-term growth of our restaurant base, the Committee added the new second metric based on the number of total NROs during the three-year performance period. The number of shares that can be earned under the PSU awards based on the two metrics is determined by multiplying the target number of shares subject to the award by the payout percentage and the weightings, as set forth in the table below:

  69. 2023 PSU Awards

    | 3-Yr Cumulative Base RCF Dollars Metric (weight: 90%) | | Total NROs Metric (weight: 10%) | | Total Potential Payout | | 3-Yr Cumulative Base RCF Dollars(1) | Shares Earned as % of Target PSUs | Total NROs | Shares Earned as % of Target PSUs | Shares Earned as % of Target PSUs | | $7,100 | 0% | 730 | 0% | 0% | | $7,250 | 45% | 765 | 5% | 50% | | $7,400 - $7,500 | 90% (Target) | 800-830 | 10% (Target) | 100% | | $7,600 | 135% | 855 | 15% | 150% | | $7,700 | 180% | 880 | 20% | 200% | | $7,800 | 225% | 905 | 25% | 250% | | $7,900 | 270% | 930 | 30% | 300% |

  70. 2023 PSU Awards

    | (1) Base RCF Dollars for the 2023 PSU award is measured as the company’s total revenue less restaurant operating costs (exclusive of depreciation and amortization) for all restaurants open as of January 1, 2023. |

  71. 2023 PSU Awards

    The payout range for the PSUs is 0% to 300%, and PSUs will only be earned if the 3-year cumulative Base RCF Dollars are greater than $7.1 billion (90% weight), which if achieved, would represent a significant expansion of restaurant level profitability

  72. 2023 PSU Awards

    | | 2024 Proxy Statement 66 |

  73. 2023 PSU Awards

    from 2022 levels, and/or if more than 730 total NROs occur over the performance period (10% weight). The maximum payout under RCF Dollars metric is 270% and the maximum payout under total NROs metric is 30%. If the level of performance falls between the levels in the table, the payout percentage will be determined using linear interpolation. To help ensure that performance goals drive acceptable returns to shareholders, the 2023 PSUs contain a provision capping the payout at 100% of target if the company’s 3-year relative TSR is below the 25th percentile of the S&P 500 constituent companies.

  74. 2023 RSUs

    2023 RSUs Messrs. Brandt and Boatwright received an annual grant of RSUs on February 9, 2023. These RSUs vest in two equal installments on the 2nd and 3rd anniversaries of the grant date, subject to continued employment through the applicable vesting date.

  75. EARNOUT OF 2021-23 PSU Awards

    EARNOUT OF 2021-23 PSU Awards In 2021, we granted PSUs to our executive officers that vested based on the company’s three-year CRS growth, measured from January 1, 2021 – December 31, 2023 and two-year average RCF margin, measured from January 1, 2022 – December 31, 2023. The number of shares that could be earned under the award was determined by multiplying the target number of shares subject to the award by the payout percentage, as set forth in the table below:

  76. EARNOUT OF 2021-23 PSU Awards

    | 2 Year Average RCF Margin | 3 Year CRS Growth | | | | | | | | | | 7.0% | 7.5% | 8.0% | 8.5% | 9.0% | 9.5% | 10.0% | 10.5% | | 23.0% | 0% | 25% | 25% | 50% | 75% | 100% | 125% | 150% | | 24.0% | 25% | 50% | 75% | 75% | 100% | 150% | 175% | 200% | | 25.0% | 50% | 75% | 100% | 100% | 125% | 175% | 225% | 275% | | 26.0% | 75% | 100% | 125% | 125% | 175% | 225% | 275% | 300% | | 27.0% | 100% | 125% | 150% | 175% | 200% | 250% | 300% | 300% |

  77. EARNOUT OF 2021-23 PSU Awards

    In February 2024, the Committee evaluated the Company’s RCF and CRS performance against the goals for the two performance metrics and certified payout for the 2021-2023 PSUs at 278% of target based on 11.6% three-year CRS growth and 25.1% two-year average RCF margin for the performance period.

  78. Equity Grant Practices

    Equity Grant Practices Our current and historical practice is to grant LTI awards to senior management during periods when our trading window for insiders is open. Our annual grant date, which generally includes the annual grant of LTI awards to the NEOs and other executive officers, usually occurs within one week after we publicly announce our financial results for the fourth quarter and full fiscal year. The Compensation, People and Culture Committee approves all LTI awards to executive officers and has delegated authority to our CEO, Chief Human Resources Officer and General Counsel to make grants of LTI awards, within specified parameters, to non-executive officer employees and to newly hired or newly promoted employees below the executive officer level, which also generally occur only during periods when our trading window for insiders is open.

  79. Equity Grant Practices

    | | 2024 Proxy Statement 68 |

  80. Severance Arrangements

    Severance Arrangements In February 2024, the Compensation, People and Culture Committee approved the Chipotle Mexican Grill, Inc. Executive Officer Severance Plan (the “Severance Plan”). The Severance Plan provides severance benefits to our executive officers, including the NEOs, if their employment is terminated either by us without “cause” (excluding termination due to death or disability) or due to their resignation for “good reason” (each as defined in the Severance Plan) (a “Qualifying Termination”). An executive officer who experiences a Qualifying Termination would be eligible to receive (i) cash severance equal to the sum of their base salary plus target cash bonus under the AIP for the year in which the Qualifying Termination occurs multiplied by two, in the case of the CEO, or one and one-half, in the case of other executive officers, paid in equal installments over 24 months, for the CEO, and 18 months for other executive officers, plus (ii) a pro-rated portion of their annual bonus under the AIP for the year in which the Qualifying Termination occurs, based on the Company’s actual performance, plus (iii) the cash equivalent of the employer portion of the cost of the Company group health plans in which the executive officer was participating immediately prior to the Qualifying Termination for 24 months, with respect to the CEO, or for 18 months, with respect to other executive officers. In addition, each executive officer would vest in a pro-rata portion of their unvested equity awards, with the performance-based equity awards vesting based on the Company’s actual performance. Any SOSARs held by the executive officer would be exercisable for 12 months after the Qualifying Termination or if earlier, until the expiration date. To be eligible for benefits under the Severance Plan, the executive officer must timely execute and not revoke a separation and general release agreement, in the form provided by the Company, which contains customary confidentiality, non-solicitation and non-disparagement restrictions. An executive officer cannot receive benefits under the Severance Plan if they become eligible to receive benefits under the Chipotle Mexican Grill, Inc. Change in Control Severance Plan. In February 2024 the Compensation, People and Culture Committee also approved a letter agreement with Brian Niccol providing that, if he is subject to a Qualifying Termination under the Severance Plan, he would receive an additional 12 months of pro-rated vesting credit for any equity awards held by him on the Qualifying Termination Date. See “Potential Payments Upon Termination or Change-In-Control – Severance Arrangements” for more details.

  81. Change in Control Severance Plan

    Change in Control Severance Plan We have a Change in Control Severance Plan (“CIC Plan”) to encourage retention of key management employees in the event of a change in control, which is designed to help incent key executives to remain with the company during the pendency of any planned or unexpected change in control of the company. Severance benefits are only payable in the event a change in control of the company occurs and an executive officer’s employment is terminated without cause or by him or her for good reason (each as defined in the plan). See “Potential Payments Upon Termination or Change-In-Control – Change in Control Severance Plan” for more details.

  82. Compensation Program Risk Assessment

    | • | Our executive compensation program is designed to encourage behaviors aligned with the long-term interests of shareholders, with a significant portion of executive compensation awarded in the form of long-term equity incentives. |

  83. Compensation Program Risk Assessment

    | • | Compensation, People and Culture Committee oversight extends to incentive plans below the executive officer level, where no potential material compensation-related risk was identified. |

  84. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  85. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Brian Niccol Chairman and Chief Executive Officer | 2023 | $1,292,308 | $9,300,795 | $6,200,364 | $5,200,000 | $479,961 | $22,473,427 | | | 2022 | $1,250,000 | $8,101,452 | $5,400,343 | $2,115,000 | $319,359 | $17,186,154 | | | 2021 | $1,250,000 | $7,200,970 | $4,800,102 | $4,342,500 | $287,008 | $17,880,580 | | Jack Hartung Chief Financial and Administrative Officer | 2023 | $865,000 | $3,300,593 | $2,200,112 | $1,903,000 | $114,577 | $8,383,282 | | | 2022 | $862,692 | $2,400,138 | $1,600,202 | $894,410 | $81,451 | $5,838,893 | | | 2021 | $844,615 | $2,100,961 | $1,400,358 | $1,598,000 | $224,740 | $6,168,673 | | Curt Garner Chief Customer and Technology Officer | 2023 | $775,385 | $3,000,101 | $2,000,384 | $1,560,000 | $90,644 | $7,426,514 | | | 2022 | $746,154 | $2,400,138 | $1,600,202 | $695,625 | $78,086 | $5,520,205 | | | 2021 | $717,308 | $2,100,961 | $1,400,358 | $1,329,288 | $156,797 | $5,704,712 | | Chris Brandt Chief Brand Officer | 2023 | $720,384 | $3,602,692 | $900,328 | $1,305,000 | $96,374 | $6,624,779 | | | 2022 | $691,923 | $2,220,246 | $1,480,345 | $572,333 | $78,055 | $5,042,902 | | | 2021 | $671,154 | $1,800,612 | $1,200,025 | $1,107,338 | $120,131 | $4,899,260 | | Scott Boatwright Chief Operating Officer | 2023 | $607,500 | $3,602,692 | $900,328 | $1,170,000 | $66,252 | $6,346,772 | | | 2022 | $562,692 | $2,220,246 | $1,480,345 | $465,278 | $52,515 | $4,781,076 | | | 2021 | $546,154 | $1,950,047 | $1,300,388 | $902,275 | $140,151 | $4,839,015 |

  86. 2023 SUMMARY COMPENSATION TABLE

    | (1) Amounts under “Stock Awards” represent the grant date fair value under FASB Topic 718 of the 2023 annual grant of (i) performance share units (PSUs), based on the probable achievement as of the date of grant, and (ii) restricted stock units (RSU). See Note 8 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC on February 8, 2024 for descriptions of the methodologies and assumptions we use to value stock awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718. The 2023 annual PSU awards will only pay out to the extent the two performance metrics (three-year cumulative restaurant cash flow (RCF) dollars and total number of new restaurant openings (NROs)) equal or exceed the predetermined threshold performance levels over the 2023 through 2025 performance period. The PSU awards reflect an assumed target outcome of the performance conditions and do not reflect the value that ultimately may be realized by the executive officer. The aggregate grant date fair value of the 2023 PSU awards, assuming maximum performance, is $27.9 million for Mr. Niccol, $9.9 million for Mr. Hartung, $9.0 million for Garner, and $8.1 million for Messrs. Brandt and Boatwright. For further details, see “Compensation Discussion and Analysis – 2023 Compensation Program.” For 2023, the annual grant to executive officers was in the form of 60% PSUs, 20% stock-only stock appreciation rights (SOSARs), and 20% individual choice between RSUs or SOSARs with an equivalent grant value. Messrs. Brandt and Boatwright elected to receive 20% of their 2023 grant in the form of RSUs; the other NEOs elected to receive 40% of their 2023 grant in the form of SOSARs rather than receive RSUs. |

  87. 2023 SUMMARY COMPENSATION TABLE

    | (2) Amounts under “Option Awards” represent the grant date fair value under FASB Topic 718 of SOSARs awarded in 2023. See Note 8 to our audited consolidated financial statements for the year ended December 31, 2023, as referenced in footnote (1), for descriptions of the methodologies and assumptions we use to value SOSAR awards and the manner in which we recognize the related expense pursuant to FASB ASC Topic 718. |

  88. 2023 SUMMARY COMPENSATION TABLE

    | (3) Amounts under “Non-Equity Incentive Plan Compensation” represent cash payouts earned under the annual incentive plan (AIP) for the relevant year. Under the 2023 AIP, payouts to our executive officers that exceed 200% of target are paid in the form of RSUs that vest in two equal installments on the second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. For 2023, AIP payouts exceeded 200% and, as a result, each of the NEOs was granted RSUs with the following grant values in lieu of cash on the same date as the 2024 annual LTI grant: Mr. Niccol ($585,000), Mr. Hartung ($178,406), Mr. Garner ($126,750), Mr. Brandt ($106,031) and Mr. Boatwright ($117,000). Only the cash portion of the 2023 AIP payouts is included in the table above. For further discussion, see “Compensation Discussion and Analysis – Annual Incentive Plan (AIP).” |

  89. 2023 SUMMARY COMPENSATION TABLE

    | (4) Amounts shown in the “All Other Compensation” column for 2023 consist of the following: |

  90. 2023 SUMMARY COMPENSATION TABLE

    | Name | Company Contributions to Retirement Plans(a) | Personal Aircraft Use(b) | Tax Payments(c) | Other(e) | Total | | Brian Niccol | $231,000 | $200,000 | $763 | $48,197 | $479,961 | | Jack Hartung | $107,712 | $0 | $918 | $5,947 | $114,577 | | Curt Garner | $84,017 | $0 | $680 | $5,947 | $90,644 | | Chris Brandt | $82,151 | $0 | $759 | $13,464 | $96,374 | | Scott Boatwright | $59,598 | $0 | $698 | $5,956 | $66,252 |

  91. 2023 SUMMARY COMPENSATION TABLE

    | (a) Consists of matching contributions made by the company to Chipotle’s 401(k) Plan and the Supplemental Deferred Investment Plan for the benefit of the executive. The Supplemental Deferred Investment Plan is a nonqualified deferred compensation arrangement for employees who earn compensation greater than the maximum compensation that can be considered with respect to the 401(k) Plan, as set by the Internal Revenue Code. See “Nonqualified Deferred Compensation for 2023” for more details on this plan. |

  92. 2023 SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement 71 |

  93. 2023 SUMMARY COMPENSATION TABLE

    | (b) Consists of the aggregate incremental costs of personal use by Mr. Niccol of company-owned aircraft, which use was approved by our Board. The aggregate incremental costs include costs billed by the applicable third-party or, for company-owned aircraft, the hourly operating cost of the aircraft, consisting of fuel costs, and other operating costs such as crew expenses, catering and landing fees. |

  94. 2023 SUMMARY COMPENSATION TABLE

    | (c) Consists of the company’s reimbursement of taxes payable by the executive in connection with use of a meal card to receive a set amount of free Chipotle meals each month, which meal card is provided broadly to all the company’s corporate and field management employees. The meal card perquisite is not required to be included in the table above since it is available to a broad base of company employees, but the perquisite is taxable to all employees under Internal Revenue Service rules. |

  95. 2023 SUMMARY COMPENSATION TABLE

    | (e) Includes costs of life insurance premiums and a gym allowance for all officers; financial and tax counseling services for Mr. Brandt; and home security costs for Mr. Niccol. |

  96. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023

  97. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | Potential Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Potential Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award Type | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brian Niccol | AIP | — | $0 | $2,600,000 | $7,150,000 | | | | | | | | | | PSUs(5) | 2/9/23 | | | | 0 | 5,788 | 17,364 | | | | $9,300,795 | | | SOSARs(6) | 2/9/23 | | | | | | | | 11,983 | $1,606.91 | $6,200,364 | | Jack Hartung | AIP | — | $0 | $951,500 | $2,616,625 | | | | | | | | | | PSUs(5) | 2/9/23 | | | | 0 | 2,054 | 6,162 | | | | $3,300,593 | | | SOSARs(6) | 2/9/23 | | | | | | | | 4,252 | $1,606.91 | $2,200,112 | | Curt Garner | AIP | — | $0 | $780,000 | $2,145,000 | | | | | | | | | | PSUs(5) | 2/9/23 | | | | 0 | 1,867 | 5,601 | | | | $3,000,101 | | | SOSARs(6) | 2/9/23 | | | | | | | | 3,866 | $1,606.91 | $2,000,384 | | Chris Brandt | AIP | — | $0 | $652,500 | $1,794,375 | | | | | | | | | | PSUs(5) | 2/9/23 | | | | 0 | 1,681 | 5,043 | | | | $2,701,216 | | | SOSARs(6) | 2/9/23 | | | | | | | | 1,740 | $1,606.91 | $900,328 | | | RSUs(6) | 2/9/23 | | | | | | | 561 | | | $901,477 | | Scott Boatwright | AIP | — | $0 | $585,000 | $1,608,750 | | | | | | | | | | PSUs(5) | 2/9/23 | | | | 0 | 1,681 | 5,043 | | | | $2,701,216 | | | SOSARs(6) | 2/9/23 | | | | | | | | 1,740 | $1,606.91 | $900,328 | | | RSUs(6) | 2/9/23 | | | | | | | 561 | | | $901,477 |

  98. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (1) The Compensation, People and Culture Committee approved the 2023 annual grants on February 7, 2023, with a grant date of February 9, 2023. |

  99. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (2) The “Threshold” column reflects amounts that would be paid under the AIP if each executive officer achieved the plan goals at the minimum level required to receive any payout. The “Target” column reflects amounts that would be paid under the AIP if the performance goals under the AIP were each achieved at 100%. The “Maximum” column reflects amounts that would be paid under the AIP if the performance goals under the AIP were achieved at the maximum level. Amounts in each column assume that the Compensation, People and Culture Committee does not utilize the food safety modifier to decrease the payout to any NEO by up to -20%. Actual AIP bonuses paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table above. See “Compensation Discussion and Analysis – 2023 Compensation Program – Annual Incentive Plan” for further information regarding the AIP. |

  100. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (3) All equity awards are shown in shares of common stock and were granted under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan. See “Terms of 2023 Annual PSU Awards,” “Terms of 2023 Annual SOSAR Awards” and “Terms of 2023 Annual RSU Awards” below for a description of the vesting terms for the PSUs, SOSARs and RSUs granted during 2023. |

  101. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (4) See Note 8 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC on February 8, 2024, for descriptions of the methodologies and assumptions we used to value equity awards pursuant to FASB Topic 718. |

  102. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (5) PSUs will vest to the extent that the company’s three-year cumulative RCF dollars and total number of new restaurant openings over the 2023 through 2025 performance period equal or exceed the predetermined threshold performance level. |

  103. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (6) SOSAR and RSU awards vest 50% on the second anniversary and 50% on the third anniversary of the date of grant, subject to continued employment through the applicable vesting date. |

  104. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | 2024 Proxy Statement 72 |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Brian Niccol | 3/5/2018 | 1,334 | — | $400.20 | 3/5/2025 | — | — | — | — | | | 2/8/2019 | 5,275 | — | $582.77 | 2/8/2026 | — | — | — | — | | | 2/6/2020 | 17,812 | — | $857.00 | 2/6/2027 | — | — | — | — | | | 2/4/2021 | 6,098 | 6,098 | $1,479.55 | 2/4/2028 | — | — | 13,531 | $30,944,856 | | | 2/10/2022 | — | 11,940 | $1,578.00 | 2/10/2029 | — | — | 5,134 | $11,741,253 | | | 2/9/2023 | — | 11,983 | $1,606.91 | 2/9/2030 | — | — | 17,364 | $39,710,773 | | Jack Hartung | 2/8/2019 | 6,782 | — | $582.77 | 2/8/2026 | — | — | — | — | | | 2/6/2020 | 5,344 | — | $857.00 | 2/6/2027 | — | — | — | — | | | 2/4/2021 | 1,779 | 1,779 | $1,479.55 | 2/4/2028 | — | — | 3,948 | $9,028,918 | | | 2/10/2022 | — | 3,538 | $1,578.00 | 2/10/2029 | — | — | 1,521 | $3,478,466 | | | 2/9/2023 | — | 4,252 | $1,606.91 | 2/9/2030 | — | — | 6,162 | $14,092,248 | | Curt Garner | 3/29/2018 | 5,384 | — | $355.42 | 3/29/2025 | — | — | — | — | | | 2/8/2019 | 6,782 | — | $582.77 | 2/8/2026 | — | — | — | — | | | 2/6/2020 | 5,344 | — | $857.00 | 2/6/2027 | — | — | — | — | | | 2/4/2021 | 1,779 | 1,779 | $1,479.55 | 2/4/2028 | — | — | 3,948 | $9,028,918 | | | 2/10/2022 | — | 3,538 | $1,578.00 | 2/10/2029 | — | — | 1,521 | $3,478,466 | | | 2/9/2023 | — | 3,866 | $1,606.91 | 2/9/2030 | — | — | 5,601 | $12,809,263 | | Chris Brandt | 2/6/2020 | 4,453 | — | $857.00 | 2/6/2027 | — | — | — | — | | | 2/4/2021 | 1,525 | 1,524 | $1,479.55 | 2/4/2028 | — | — | 3,384 | $7,739,073 | | | 2/10/2022 | — | 3,273 | $1,578.00 | 2/10/2029 | — | — | 1,407 | $3,217,753 | | | 2/9/2023 | — | 1,740 | $1,606.91 | 2/9/2030 | 561 | $1,282,985 | 5,043 | $11,533,139 | | Scott Boatwright | 2/4/2021 | 1,652 | 1,652 | $1,479.55 | 2/4/2028 | — | — | 3,665 | $8,381,708 | | | 2/10/2022 | — | 3,273 | $1,578.00 | 2/10/2029 | — | — | 1,407 | $3,217,753 | | | 2/9/2023 | — | 1,740 | $1,606.91 | 2/9/2030 | 561 | $1,282,985 | 5,043 | $11,533,139 |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (1) SOSARs and RSUs vest ratably on the second and third anniversary of the grant date, subject to continued employment through the applicable vesting date. |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (2) Calculated based on the closing stock price of our common stock on December 29, 2023 of $2,286.96 per share. |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | (3) Unless otherwise indicated, PSUs vest if and to the extent that the performance targets are met at the end of the three-year performance period, subject to continued employment. For the 2021 PSUs, which vested on February 15, 2024, the number of shares in the table reflect shares earned based on actual achievement of the performance objectives. For the 2022 PSUs, which are scheduled to vest on February 15, 2025, the number of shares in the table reflect payout at target achievement level since performance through the completed years of the performance period exceeded threshold levels. For the 2023 PSUs, which are scheduled to vest on February 15, 2026, the number of shares in the table reflect payout at maximum achievement level since performance through the completed years of the performance period exceeded target levels. Actual achievement of the performance objectives for the 2022 PSUs and 2023 PSUs may vary from the achievement reflected in the table based on company performance over the remainder of the performance period. |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | | 2024 Proxy Statement 74 |

  111. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

  112. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(3) | | Brian Niccol | 23,908 | $37,043,365 | 16,535 | $27,555,009 | | Jack Hartung | — | — | 6,661 | $11,196,218 | | Curt Garner | 1,250 | $2,190,945 | 6,661 | $11,196,218 | | Chris Brandt | 5,304 | $6,854,765 | 6,066 | $10,217,729 | | Scott Boatwright | 2,449 | $2,906,197 | 6,364 | $10,707,796 |

  113. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | (1) Reflects the number of shares of Chipotle common stock acquired on exercise of SOSARs or the vesting of RSUs and PSUs. |

  114. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | (2) Equals the number of underlying shares exercised multiplied by the difference between the market value of common stock on the date of exercise and the exercise price of the SOSARs. |

  115. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | (3) Equals the closing price the Chipotle’s common stock on the vesting date multiplied by the number of shares vested. |

  116. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR 2023 The Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan permits eligible management employees, including our executive officers, to make contributions to deferral accounts once the employee has maximized his or her contributions to our 401(k) plan. Contributions are made on the participant’s behalf through payroll deductions from 1% to 50% of the participant’s monthly base compensation, which are credited to the participant’s “Supplemental Account,” and from 1% to 100% of payouts under the AIP, which are credited to the participant’s “Deferred Bonus Account.” We also match contributions at the rate of 100% on the first 3% of compensation contributed and 50% on the next 2% of compensation contributed. Amounts contributed to a participant’s deferral accounts are not subject to federal income tax at the time of contribution, fluctuate in value based on the investment choices selected by the participant (which consist of a variety of mutual funds and may be changed by the participant at any time) and are fully vested at all times following contribution. Participants may elect to receive distribution of amounts credited to their accounts in either (i) a lump sum amount paid from two to six years following the end of the year in which the deferral is made, subject to a one-time opportunity to postpone such lump sum distribution, or (ii) a lump sum or installment distribution following termination of the participant’s employment, with installment payments made in accordance with the participant’s election on a monthly, quarterly or annual basis over a period of up to 15 years following termination, subject to a one-time opportunity to change such distribution election within certain limitations. Distributions in respect of a participant’s deferral account are subject to federal income tax as ordinary income in the year the distribution is made. Amounts credited to participants’ deferral accounts are our unsecured general obligations to pay the value of the accounts to the participants at times determined under the plan. The table below presents contributions by each executive officer to the Supplemental Deferred Investment Plan during 2023, our matching contributions, each executive officer’s earnings under and distributions from the Plan and the ending balances in the Plan on December 31, 2023.

  117. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | Name | Executive Contributions In Last FY ($)(1) | Registrant Contributions In Last FY ($)(2) | Aggregate Earnings In Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Brian Niccol | $170,365 | $217,800 | $217,909 | $0 | $1,332,314 | | Jack Hartung | $438,381 | $94,512 | $539,319 | $0 | $10,665,166 | | Curt Garner | $441,302 | $70,817 | $386,262 | $0 | $2,810,150 | | Chris Brandt | $200,912 | $68,951 | $178,894 | $0 | $1,043,394 | | Scott Boatwright | $121,500 | $46,398 | $96,807 | $0 | $842,268 |

  118. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (1) These amounts are reported in the 2023 Summary Compensation Table in each executive’s “Salary” for 2023. |

  119. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (2) These amounts are reported in the 2023 Summary Compensation Table in each executive’s “All Other Compensation” for 2023. |

  120. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (3) These amounts are not reported as compensation in the 2023 Summary Compensation Table because none of the earnings are “above market” as defined in SEC rules. |

  121. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (4) These amounts include amounts previously reported in the Summary Compensation Table for years prior to 2023 as “Salary,” “Non-Equity Incentive Plan Compensation” or “All Other Compensation” (excluding for purposes of this footnote any investment losses on balances in the plan and any withdrawals/distributions), in the following aggregate amounts: Mr. Niccol ($1,662,168); Mr. Hartung ($7,587,705); Mr. Garner ($1,320,250); Mr. Brandt ($730,036); and Mr. Boatwright ($554,445). |

  122. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | | 2024 Proxy Statement 75 |

  123. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Officer | Termination Without Cause or by Executive for Good Reason(1) | Change in Control (Double Trigger)(2) | Retirement(3) | Death or Disability | | Brian Niccol | | | | | | Salary | $0 | $2,600,000 | $0 | $0 | | Bonus | $0 | $10,985,000 | $0 | $0 | | Equity Grants | $0 | $103,932,797 | $0 | $98,062,171 | | Benefits | $0 | $23,710 | $0 | $0 | | Jack Hartung | | | | | | Salary | $0 | $1,730,000 | $0 | $0 | | Bonus | $0 | $3,984,406 | $0 | $0 | | Equity Grants | $0 | $33,434,972 | $29,834,499 | $31,695,739 | | Benefits | $0 | $15,738 | $0 | $0 | | Curt Garner | | | | | | Salary | $0 | $1,560,000 | $0 | $0 | | Bonus | $0 | $3,246,750 | $0 | $0 | | Equity Grants | $0 | $31,889,489 | $0 | $30,150,256 | | Benefits | $0 | $23,710 | $0 | $0 |

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | 2024 Proxy Statement 77 |

  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Officer | Termination Without Cause or by Executive for Good Reason(1) | Change in Control (Double Trigger)(2) | Retirement(3) | Death or Disability | | Chris Brandt | | | | | | Salary | $0 | $1,450,000 | $0 | $0 | | Bonus | $0 | $2,716,031 | $0 | $0 | | Equity Grants | $0 | $28,123,955 | $0 | $26,515,078 | | Benefits | $0 | $23,316 | $0 | $0 | | Scott Boatwright | | | | | | Salary | $0 | $1,300,000 | $0 | $0 | | Bonus | $0 | $2,457,000 | $0 | $0 | | Equity Grants | $0 | $28,869,436 | $0 | $27,260,559 | | Benefits | $0 | $23,132 | $0 | $0 |

  128. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Chipotle adopted an Executive Officer Severance Plan in February 2024. Because the Plan was not in effect on December 31, 2023, potential payouts under the plan are not reflected in the table above. See “Potential Payments Upon Termination or Change-In-Control – Severance Arrangements” for details on the Plan. |

  129. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (2) Reflects amounts the executive may receive if both a change in control of Chipotle occurs and the executive’s employment is terminated (other than for cause or by the executive for good reason). If a successor company does not grant the executive comparable equity awards in replacement of the outstanding Chipotle awards, the awards will vest upon a change in control. |

  130. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (3) Retirement is defined as the executive having achieved a combined age and years of service equal to at least 70. Mr. Hartung is the only NEO who is eligible for retirement treatment as of December 31, 2023. |

  131. CEO PAY RATIO

    CEO PAY RATIO Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, U.S. publicly traded companies are required to disclose the ratio of their CEO’s annual total compensation to the median of the annual total compensation of all employees of the company other than the CEO. The rule requires that our median employee be selected from all employees, including full-time, part-time, seasonal and temporary employees. The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, apply certain exclusions and make reasonable estimates that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported. For example, Chipotle employs approximately 115,000 people around the world, and approximately 110,000 are hourly restaurant crew employees working in our nearly 3,400 restaurants. We calculated our CEO to median employee pay ratio in accordance with the Dodd-Frank Act and Item 402(u) of the SEC’s Regulation S-K, to arrive at a reasonable estimate calculated in accordance with SEC regulations. We identified our median employee by using total 2023 compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2023 and we annualized the compensation of all full- and part-time employees who joined Chipotle mid-year during 2023. The pay ratio disclosure rules permit companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. Applying this de minimis exemption, we excluded 1,419 employees in Canada, 402 employees in the United Kingdom,156 employees in France and 45 employees in Germany from the calculations of our median employee. To arrive at a consistently applied compensation measure, we excluded from total 2023 compensation certain unusual or non-recurring items not available to all employees generally. This resulted in identification of a median employee with annual total compensation for 2023 of $16,595, which is the compensation for an hourly part-time employee who works roughly 24 hours per week at one of our restaurants in Florida and is calculated in accordance with the Summary Compensation Table rules. The compensation of our median employee is not necessarily representative of the compensation of other restaurant employees or of our overall compensation practices. Based on an annual total compensation of our median employee for 2023 of $16,595, and the annual total compensation of $22.47 million for Brian Niccol, our CEO, as reported in the 2023 Summary Compensation Table, the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation is 1,354 to 1. One of the most significant factors that differentiates us from other restaurant companies is that we own all our restaurants (i.e., none of our restaurants are franchised), so all the over 110,000 persons working in our U.S.-based restaurants are employees included in our calculation. This impacts the comparability of our CEO pay ratio to the ratio of many other restaurant or retail companies that operate under a franchise model (and that do not employ all the hourly restaurant or retail crew employees).

  132. CEO PAY RATIO

    | | 2024 Proxy Statement 78 |

  133. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE As described in “Compensation Discussion and Analysis,” our Compensation, People and Culture Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of financial, operational and strategic goals that we believe enhance long-term shareholder value. The table below sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2020 through 2023:

  134. PAY VERSUS PERFORMANCE TABLE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO (a) | Compensation Actually Paid to CEO (b) | Average Summary Compensation Table total for Non-CEO NEOs (c) | Average Compensation Actually Paid to Non-CEO NEOs (d) | CMG Total Shareholder Return (e) | Peer Group Total Shareholder Return (f) | Net Income ($millions) (g) | Company Selected Measure (CSM) - RCF Dollars ($millions) (h) | | 2023 | $22,473,427 | $95,261,876 | $7,195,337 | $28,967,744 | $273 | $141 | $1,229 | $2,586 | | 2022 | $17,186,153 | ($16,848,694) | $6,500,834 | ($6,223,351) | $166 | $126 | $899 | $2,062 | | 2021 | $17,880,580 | $66,215,877 | $5,402,915 | $22,935,919 | $209 | $139 | $653 | $1,707 | | 2020 | $38,035,868 | $95,328,425 | $14,751,175 | $30,272,465 | $166 | $115 | $356 | $1,041 |

  135. PAY VERSUS PERFORMANCE TABLE

    Column (a). Reflects compensation amounts reported in the Summary Compensation Table for our CEO, Brian Niccol, for the respective years shown. Column (b). Reflects the respective amounts set forth in column (a) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned, realized, or received by the CEO during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our Compensation, People and Culture Committee regarding the CEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and the tables and narrative explanations reporting pay for the fiscal years covered in the table above.

  136. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for CEO | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to CEO | | 2023 | $22,473,427 | $15,501,159 | $52,191,463 | $28,407,137 | $7,691,008 | $0 | $95,261,876 | | 2022 | $17,186,153 | $13,501,795 | $7,812,978 | ($17,794,792) | ($10,551,238) | $0 | ($16,848,694) | | 2021 | $17,880,580 | $12,001,072 | $29,796,775 | $29,160,321 | $1,379,272 | $0 | $66,215,877 | | 2020 | $38,035,868 | $33,223,032 | $45,251,258 | $54,892,816 | ($9,628,485) | $0 | $95,328,425 |

  137. PAY VERSUS PERFORMANCE TABLE

    Column (c). The following non-CEO NEOs are included in the average amounts for each year shown: 2023: Jack Hartung, Curt Garner, Christopher Brandt and Scott Boatwright 2022: Jack Hartung, Curt Garner, Christopher Brandt, Scott Boatwright and Marissa Andrada

  138. PAY VERSUS PERFORMANCE TABLE

    | | 2024 Proxy Statement 79 |

  139. PAY VERSUS PERFORMANCE TABLE

    Column (d). Reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned, realized, or received by the non-CEO NEOs during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information about the decisions made by our Compensation, People and Culture Committee regarding the non-CEO NEOs’ compensation for each fiscal year, see “Compensation Discussion and Analysis” and the related tables and narrative explanations reporting pay for the fiscal years covered in the table above.

  140. PAY VERSUS PERFORMANCE TABLE

    | Year | Average Summary Compensation Table Total for Non-CEO NEOs | Less: Average Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Average Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Average Change in Fair Value of Outstanding Unvested Stock and Option From Prior Years | Plus: Average Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Average Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Average Compensation Actually Paid to Non-CEO NEOs | | 2023 | $7,195,337 | $4,876,808 | $16,111,788 | $7,931,308 | $2,606,119 | $0 | $28,967,744 | | 2022 | $6,500,834 | $4,952,583 | $2,987,539 | ($4,482,629) | ($3,707,258) | $2,569,255 | ($6,223,351) | | 2021 | $5,402,915 | $3,313,428 | $8,226,718 | $10,490,185 | $2,129,529 | $0 | $22,935,919 | | 2020 | $14,751,175 | $13,147,324 | $16,396,916 | $13,279,493 | ($1,007,795) | $0 | $30,272,465 |

  141. PAY VERSUS PERFORMANCE TABLE

    Column (e). For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of Chipotle through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2019. Column (f). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Restaurants Index (Peer Group TSR) through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2019 and dividends were reinvested. Column (g). Reflects net income in Chipotle’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. Column (h). Company Selected Measure (“CSM”) is Restaurant Cash Flow Dollars (“RCF Dollars”), which is calculated as the Company’s total revenue less restaurant operating costs (exclusive of depreciation and amortization) for the applicable Company fiscal year.

  142. ARTICLE VI — LIABILITY OF DIRECTORS AND OFFICERS

    ARTICLE VI — LIABILITY OF DIRECTORS AND OFFICERS Section 1. Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. Section 2. Indemnification and Insurance. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, liens, amounts paid or to be paid in settlement and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition provided, however, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as such in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not

  143. ARTICLE VI — LIABILITY OF DIRECTORS AND OFFICERS

    | | 2024 Proxy Statement B-2 |

  144. ARTICLE VI — LIABILITY OF DIRECTORS AND OFFICERS

    entitled to be indemnified under this Section or otherwise (an “undertaking”); and provided further that such advancement of expenses incurred by any person other than a director or officer shall be made only upon the delivery of an undertaking to the foregoing effect and may be subject to such other conditions as the Board may deem advisable. Non-Exclusivity of Rights; Accrued Rights. The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, Bylaw, agreement, vote of shareholders or disinterested directors or otherwise. Such rights shall be contract rights, shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Any repeal or modification of this Article VI shall not adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. (d) Other Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee not within the provisions of paragraph (a) of this Section or to any agent of the Corporation, subject to such conditions as the Board of Directors may deem advisable. (e) Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification hereunder as to all expense, liability, and loss (including attorney’s fees, judgments, fines, ERISA excise taxes, penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article VI to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.