DEF 14A of Chipotle Mexican Grill Inc
Filed Apr 25, 2025 · FY20240001140361-25-015614
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently has ten members, with each director serving for a one-year term. One current director, Gregg Engles, will not be standing for re-election at the annual meeting. Mr. Engles has served on the Board since 2020 and has provided invaluable leadership and counsel during times of transition and growth for the company. We extend our heartfelt appreciation to Mr. Engles for the many contributions he has made to the company’s success. The size of the Board will be reduced from ten members to nine members immediately prior to the annual meeting. At the annual meeting, shareholders will vote on the nine nominees named below, each of whom is an incumbent member of the Board. Each of the director nominees, other than Scott Boatwright, our CEO, was elected at the 2024 annual meeting of shareholders. 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 seven meetings in 2024. 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 2024. 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 2024 annual meeting attended the meeting. There are no family relationships among our directors, or between our directors and executive officers.
ELECTION OF DIRECTORS
| The Board of Directors recommends a vote FOR the election of each of the director nominees. |
INFORMATION REGARDING THE DIRECTOR NOMINEES
INFORMATION REGARDING THE DIRECTOR NOMINEES
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 11, 2025, the date of the annual meeting.
Biographical Information
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Biographical Information
| Albert Baldocchi Age: 71 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. |
Biographical Information
| Scott Boatwright Age: 52 Director Since: November 2024 | Background: Mr. Boatwright has served as Chief Executive Officer of Chipotle and a member of our Board of Directors since November 2024, and he served as Interim Chief Executive Officer from August to November 2024. He joined Chipotle in May 2017 and served as Chief Operating Officer and Chief Restaurant Officer prior to his current role. Before joining Chipotle, Mr. Boatwright spent 18 years with Arby’s Restaurant Group, a quick serve restaurant company, in various leadership positions, including for the last six years as the Senior Vice President of Operations, where he was responsible for the performance of over 1,700 Arby’s restaurants in numerous states. He serves on the board of directors of Academy Sports and Outdoors, Inc. Mr. Boatwright holds an MBA from the J. Mack Robinson College of Business at Georgia State University. Qualifications: Mr. Boatwright has significant operational and strategic leadership experience, both at Chipotle and other large companies, has a proven track record of driving operational results at scale and a proven ability to assemble and lead high performing teams in both turnaround and growth situations. How I Chipotle: Burrito Bowl with double chicken, black beans, corn salsa, tomatillo-green chili salsa, tomatillo-red chili salsa and cheese, with a side of chips and guacamole. |
Biographical Information
| Matthew Carey Age: 60 Director Since: 2021 | Background: Mr. Carey served as an Executive Vice President of The Home Depot, Inc., a home improvement retailer, from September 2008 to December 2024, including most recently as Executive Vice President of Customer Experience and Executive Vice President and Chief Information Officer. 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 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. |
Biographical Information
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Biographical Information
| Patricia Fili-Krushel Age: 71 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 Reddit, Inc. and previously served as a director of Dollar General Corporation. 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. |
Biographical Information
| Laura Fuentes Age: 50 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, and is head of Hilton Supply Management. Prior to that, she served as Chief Talent and Diversity Officer and in 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 on the board of the nonprofit organization Make-a-Wish Mid-Atlantic and on the Community Council for the 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 Master 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. |
Biographical Information
| Mauricio Gutierrez Age: 54 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 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. |
Biographical Information
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Biographical Information
| Robin Hickenlooper Age: 46 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. |
Biographical Information
| Scott Maw Age: 57 Director Since: 2019 | Background: Mr. Maw 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. He also 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. 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. |
Biographical Information
| Mary Winston Age: 63 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 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 Acuity Brands, Inc., 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. |
Biographical Information
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Director Nominees’ Skills, Experience and Attributes
Director Nominees’ Skills, Experience and Attributes The table below summarizes the key experience, qualifications, and attributes of each director nominee and highlights the balanced mix of experience, qualifications, and attributes of the Board as a whole. We believe these skills, experiences and attributes are important to our company’s achievement of its strategic goals and enhancing our economic model to benefit our shareholders. The summary below is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. No individual experience, qualification, or attribute is solely dispositive of becoming a member of our Board.
Director Nominees’ Skills, Experience and Attributes
| Director Skills and Experience | Albert Baldocchi | Scott Boatwright | Matthew Carey | Patricia Fili-Krushel | Laura Fuentes | Mauricio Gutierrez | Robin Hickenlooper | Scott Maw | Mary Winston | | Leadership | • | • | • | • | • | • | • | • | • | | Restaurant / Food / Hospitality Industry | • | • | | | • | | | • | | | HR / Talent Management / Compensation | | • | | • | • | • | | | | | Finance / Accounting | • | | | | | • | • | • | • | | Cybersecurity / IT Systems | | | • | | | | | | • | | Risk Management | | | • | | | • | | • | • | | Branding / Marketing / Media | • | | | • | | • | • | | | | Digital / Social Media / Consumer Trends | | | • | • | | | • | • | | | Real Estate / Commercial Leasing | • | | | | | | | • | | | International Operations | | • | | • | • | | • | • | • | | Sustainability / Environmental | | | | • | | • | | • | • | | Government Relations | | | | | | • | | | | | Investor Relations / Corporate Governance | • | • | | • | | • | • | • | • |
Director Compensation
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. Upon the departure of our Chairman and Chief Executive Officer in August 2024, our Board of Directors appointed Scott Maw, who was serving as our Lead Independent Director, to serve as Chairman of the Board and amended the director compensation program to add compensation for an independent Board Chairman. Directors who are employees of Chipotle do not receive compensation for their services as directors. 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 August 2024.
Director Compensation
| Non-Employee Director Compensation | Cash Retainer(1) | Stock Awards(2) | | Annual Director Retainer | | | | All Directors | $110,000 | $215,000 | | Chairman of the Board, if applicable | $200,000 | | | Lead Independent Director, if applicable | $50,000 | | | 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 | | | Special, Ad Hoc CEO Selection Committee | $15,000 | |
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. The Compensation, People and Culture Committee approved a one-time payment of $15,000 to each of the three directors on the CEO Selection Committee to compensate them for their additional service in overseeing the selection of our new CEO. |
Director Compensation
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Director Compensation
| (2) On the date of our annual meeting of shareholders each year, non-employee directors receive awards of fully vested, unrestricted shares of our common stock. The number of shares subject to the award is based on $215,000 divided by the closing price of our common stock on the grant date. Prior to the end of the calendar year immediately preceding the year of grant, directors are given the opportunity to elect to defer the receipt of such shares. |
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, 2024 except Laura Fuentes, who was elected to the Board in September 2023 and has until September 2028 to satisfy these requirements. The compensation we paid to each non-employee director who served on the Board in 2024 is set forth below.
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| Director | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Albert Baldocchi | $120,000 | $215,181 | $335,181 | | Matthew Carey | $125,000 | $215,181 | $340,181 | | Gregg Engles | $124,583 | $215,181 | $339,765 | | Patricia Fili-Krushel(3) | $162,500 | $215,181 | $377,681 | | Laura Fuentes | $125,000 | $215,181 | $340,181 | | Mauricio Gutierrez | $120,417 | $215,181 | $335,597 | | Robin Hickenlooper(3) | $155,000 | $215,181 | $370,181 | | Scott Maw(3)(4) | $290,208 | $215,181 | $505,390 | | Mary Winston | $127,292 | $215,181 | $342,473 |
2024 Director Compensation
| (1) Reflects cash compensation paid to each director in 2024 for service on the Board, a Committee of the Board and as Lead Independent Director or Chairman. |
2024 Director Compensation
| (2) Reflects the grant date fair value under FASB Topic 718 of the stock awards granted 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 June 6, 2024, 3,350 shares of common stock were granted to each non-employee director who was re-elected to the Board, which shares were valued at $64.23 per share, the closing price of Chipotle common stock on the grant date, adjusted for the stock split. The grant covered the one-year service period from the 2024 annual meeting to the 2025 annual meeting and were fully vested and unrestricted on the grant date. Directors may choose to defer receipt of the shares to a future date. In 2024, none of the directors chose to defer. |
2024 Director Compensation
| (3) Each of Mr. Maw and Mses. Fili-Krushel and Hickenlooper earned an additional $15,000 for their additional work serving on the CEO Selection Committee during 2024, which fees will be paid with the next director compensation payment in May 2025. |
2024 Director Compensation
| (4) Mr. Maw was appointed Chairman of the Board on August 12, 2024. He previously served as Lead Independent Director. In August 2024, the Compensation, People and Culture Committee approved an annual cash retainer of $200,000 for the Chairman of the Board and approved compensating Mr. Maw at that rate for the full year in 2024, in lieu of the annual cash retainer that he would have received as Lead Independent Director. |
2024 Director Compensation
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2024 Director Compensation
Our Board of Directors has adopted a number of policies to support our values and provide for good corporate governance, including our Corporate Governance Guidelines, which set forth our principles of corporate governance; our Board committee charters; and the Chipotle Mexican Grill, Inc. Code of Ethics, which applies to all Chipotle directors, executive officers and employees. Our Corporate Governance Guidelines and our Code of Ethics are available on the Investors page of our corporate website at ir.chipotle.com under Corporate Governance. If we make any substantive amendment to, or grant a waiver from, a provision of our Codes of Ethics that applies to our executive officers, we intend to satisfy the applicable SEC disclosure requirement by promptly disclosing the nature of the amendment or waiver on the Investors page of our corporate website at ir.chipotle.com under Corporate Governance.
Compensation Adjustments
| Scott Boatwright Interim CEO Compensation | | • Effective Date: 8/13/2024 • Base salary increased from $670,000 to $1,000,000 • Target annual bonus opportunity increased from 100% to 115% • Granted one-time award of $3.5M in restricted stock units that cliff vest after one year |
Compensation Adjustments
| Adam Rymer CFO Compensation | | • Effective Date: 10/1/2024 • Base salary of $650,000 • Target annual bonus opportunity of 90% • Granted one-time promotion award of $750,000 in restricted stock units that vest 50% on each of the second and third anniversaries of the grant date |
One-Time Retention Awards
One-Time Retention Awards On August 22, 2024, the Compensation, People and Culture Committee granted retention awards to continuing NEOs and select other key executives to maintain senior management continuity and ensure a smooth leadership transition. In deciding to grant the retention awards, the Committee consulted with its independent compensation consultant and considered a number of factors, including market data regarding the impact of retention awards on voluntary departure rates of NEOs after a CEO transition; market data on the size and vesting terms of retention awards in similar CEO transition scenarios; the value and vesting schedule of unvested equity awards held by our executive officers and key executives; the criticality of each key executive to a smooth transition of leadership; future succession plans; and other related factors.
One-Time Retention Awards
After considering these factors, the Committee approved the grant of retention awards to executive officers in the form of restricted stock units (“RSUs”) that vest 60% on the first anniversary of the grant date and 40% on the second anniversary of the grant date, subject to the executive’s continued employment through the applicable vesting date; however, the RSUs granted to Mr. Rymer, who was not an executive officer at the time of the grant, vest in three equal installments on the first three anniversaries of the grant date. The retention RSUs granted to our NEOs were as follows:
One-Time Retention Awards
| Named Executive Officer | Grant Date Value | RSUs | | Scott Boatwright | $8,000,000 | 149,673 | | Adam Rymer | $3,000,000 | 56,128 | | Jack Hartung | $8,000,000 | 149,673 | | Curt Garner | $7,000,000 | 130,964 | | Chris Brandt | $7,000,000 | 130,964 | | Roger Theodoredis | $5,000,000 | 93,546 |
2024 Performance Overview
2024 Performance Overview We delivered another outstanding year in 2024 as total revenue grew to $11.3 billion, an increase of 14.6% compared to 2023, driven by new restaurant openings and a 7.4% increase in comparable restaurant sales due to higher transactions of 5.3% and a 2.1% increase in average check. We also opened a record number of new restaurants, surpassed our 1,000th Chipotlane, and opened our third licensed restaurant in the Middle East through our international partnership. Looking forward, we believe we are well positioned to pursue our long-term growth opportunities. As a performance-driven company, our outstanding 2024 financial results resulted in a 176% payout under Chipotle’s 2024 AIP with respect to the company performance factor component of the AIP and a 66% payout under the 2022 performance share unit (“PSU”) awards, which are described in this section.
Financial Achievements and Shareholder Value Creation*
| Strategic | • Improved our restaurant service throughput, resulting in a significant increase in the Quarterly Throughput Crew bonus, and increased digital order accuracy and timeliness. • In 2024, we continued our global expansion by opening three licensed Chipotle restaurants in the Middle East in partnership with leading international franchise retail operator Alshaya Group – two in Kuwait and one in the United Arab Emirates. • Successfully completed a 50-to-1 stock split, the largest in NYSE history. • Supported new concept investment strategy by evaluating over 145 concepts, influencing decisions around ownership structures, deal economics, and business fit, ultimately resulting in an investment in fast-casual restaurant concept Brassica. • Launched a new hiring platform that uses conversational AI, which is making hiring more efficient and reducing the amount of time it takes to hire an employee for an in-restaurant position by as much as 75%. | | Operational | • Opened a record 304 new restaurants, of which 257 included a “Chipotlane,” our digital order pick-up lane. • Continued to develop and test automation to enhance employee and guest experiences, such as Hyphen, an automated digital make line, and Autocado, which cuts, cores and scoops avocados, and to roll out new back of house improvements, such as a produce slicer; a dual-sided plancha, an improved rice cooker and a dual vat fryer. • In 2024, Chipotle was named the Best Place for High School Grads to Start a Career from the American Opportunity Index. • In 2024, we made more than 23,000 internal promotions. Additionally, over 85% of all restaurant management roles were internal promotions including 100% of US Regional Vice President roles, 92% of Team Directors, and 80% of Field Leader positions. • Successfully drove sales with two limited time menu items - Chicken Al Pastor and returning fan favorite Smoked Brisket. | | Brand Purpose | • Since 2020, generated over $20 million in guest donations through our Round Up for Real Change donations for a variety of non-profits, including Kids in Need, Folds of Honor, The Farmlink Project, American Red Cross, Big Brothers & Big Sisters, and the National Young Farmers Coalition. • Purchased over 47 million pounds of locally grown ingredients to reduce vehicle emissions from transportation and support farmers. • Achieved an approx. 15% reduction in Scope 1 and Scope 2 greenhouse gas emissions through actions such as opening 26 electric restaurants and retrofitting 70 restaurants with dual-side grills. • Donated $18.0 million in support of local communities through donations and over 34,000 fundraisers in 2024. • Donated over 407,000 pounds of food to local organizations in 2024. |
2024 Advisory “Say on Pay” Vote on Executive Compensation and Shareholder Outreach
Each year when we evaluate our executive compensation program, we carefully consider both the level of voting support from our shareholders on our most recent say on pay advisory vote proposal, as well as feedback from our engagement with shareholders. As in prior years, in the fall of 2024 we proactively reached out to our largest shareholders, which in 2024 included 25 shareholders that collectively hold 52% of our shares, to engage on a variety of topics, including our most recent CEO and CFO transitions, the one-time retention equity awards we granted to key executives to help ensure continuity of leadership, executive compensation, talent management, environmental and sustainability matters and corporate governance matters. This year, shareholders representing 29% of our outstanding shares accepted our invitation to engage. Executive officers and other senior members of our Human Resources, Legal, Corporate Secretary, Sustainability and Investor Relations teams participated in these meetings, and the Chairman of our Board participated in the meetings as requested. The primary topic of discussion was the recent leadership transition, with shareholders expressing their appreciation for the smooth succession, emphasizing their support for the appointment of Scott Boatwright as CEO and Scott Maw as Chairman of the Board. Some shareholders also expressed support for our grant of one-time retention equity awards in light of the reasonable magnitude of the awards and the importance of maintaining current leadership during the transition. In addition to our leadership transition, our discussions largely focused on our sustainability initiatives, executive compensation and human capital management. At the 2024 Annual Meeting, over 94% of the votes cast supported our “say on pay” advisory vote proposal, which we believe demonstrates that shareholders strongly support Chipotle’s executive compensation program. In evaluating our executive compensation program for 2025, the Compensation, People and Culture Committee and the full Board considered the 2024 say on pay results as well as common themes that emerged from our shareholder engagement meetings and determined that no significant refinements were needed. The Compensation, People and Culture Committee has taken all feedback from shareholders under advisement and will continue to solicit shareholder feedback, consider input from our independent compensation consultant and consider the outcomes of future “say on pay” advisory vote proposals when assessing our executive compensation program and policies and making compensation decisions regarding our executive officers.
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 the executive officer 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 officers 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 allowed for the independent consultant to the Compensation, People and Culture Committee. No fixed term or evergreen employment agreements with executives. |
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. |
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. |
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 2024 AIP provided 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 2024 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 RSUs, at the executive’s election, that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date. For 2024, most executives elected to receive SOSARs, resulting in LTI value being granted 60% in PSUs and 40% in SOSARs. |
MOST OF OUR EXECUTIVE COMPENSATION IS VARIABLE, AT-RISK PAY
| (1) The charts above reflect 2024 target total direct compensation, which consists of 2024 base salary, target bonus payout and the annual LTI grant made in 2024. Target total direct compensation excludes the one-time retention LTI grant to the NEOs made in August 2024 to maintain senior management continuity and ensure a smooth CEO leadership transition. Consistent with disclosure in the 2024 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). |
MOST OF OUR EXECUTIVE COMPENSATION IS VARIABLE, AT-RISK PAY
| (3) The charts above exclude Brian Niccol, due to his mid-year departure from the company and the related forfeiture of any 2024 bonus payout and his outstanding equity awards. |
ROLE OF MARKET DATA AND OUR PEER GROUP
ROLE OF MARKET DATA AND OUR PEER GROUP
Market Data and Impact on 2024 Pay Levels
Market Data and Impact on 2024 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 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 2024 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.
Market Data and Impact on 2024 Pay Levels
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2024 Peer Group
2024 Peer Group In identifying companies for potential inclusion in the peer group, the Compensation, People and Culture Committee used the following criteria:
2024 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 |
2024 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 2024, the Committee determined to expand the peer group to 16 and add Marriott International, Inc. without removing any companies. Chipotle’s revenues rank at the 52nd percentile of this peer group, and our market capitalization ranks at the 73rd percentile of this peer group (as of December 31, 2024), which confirmed for the Committee that this peer group is appropriate in generally reflecting comparable organizational size and related complexity.
2024 Peer Group
| Company Name* | Revenues(1) | Market Cap(2) | | Airbnb, Inc. | $11,102 | $82,101 | | Booking Holdings Inc. | $23,739 | $164,438 | | Darden Restaurants, Inc. | $11,579 | $21,936 | | Domino’s Pizza, Inc. | $4,706 | $14,495 | | DoorDash, Inc. | $10,722 | $69,683 | | eBay Inc. | $10,283 | $29,674 | | Expedia Group, Inc. | $13,691 | $23,915 | | Hilton Worldwide Holdings, Inc. | $11,174 | $60,253 | | Lululemon Athletica Inc. | $10,182 | $46,571 | | Marriott International, Inc. | $25,100 | $77,516 | | McDonald’s Corporation | $25,920 | $207,741 | | Restaurant Brands International Inc. | $8,406 | $21,099 | | Starbucks Corporation | $36,149 | $103,459 | | Uber Technologies, Inc. | $43,978 | $127,016 | | Ulta Beauty, Inc. | $11,362 | $20,169 | | YUM! Brands, Inc. | $7,549 | $37,440 | | Chipotle Mexican Grill, Inc. | $11,314 | $82,227 | | Percent Rank | 52% | 73% |
2024 Peer Group
| * Data provided by S&P Capital IQ; $ in millions |
2024 Peer Group
| (1) Reflects revenue for each peer company’s most recent fiscal year end as of March 5, 2025, 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. |
2024 Peer Group
| (2) As of December 31, 2024. |
2024 Peer Group
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 2024, the Committee reviewed the composition of the peer group and decided that no changes were warranted for purposes of determining 2025 compensation.
2024 Peer Group
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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 2024 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.
Annual Incentive Plan (“AIP”)
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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:
Annual Incentive Plan (“AIP”)
| Performance Metrics |
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%) |
Annual Incentive Plan (“AIP”)
Payout for the CPF and for total AIP can range from 0% up to a maximum of 275% of the target level. Any payout above 200% of the target level is required to be paid in the form of deferred stock units (“DSUs”) that are immediately vested, but subject to a mandatory deferral of 50% until the second anniversary of the date of bonus payout and 50% until the third anniversary of the date of bonus payout, to support long-term alignment with shareholder interests.
Target Bonus Opportunities
Target Bonus Opportunities Each executive officer’s target opportunity under the AIP is expressed as a percentage of base salary. For 2024, the Compensation, People and Culture Committee approved an increase in the target opportunity for our NEOs to better align with competitive market levels and maintain our desired pay for performance compensation philosophy.
Target Bonus Opportunities
| | AIP Targets (% of Base Salary) | | | NEO | 2024 | 2023 | | Scott Boatwright(1) | 115% | 90% | | Adam Rymer(2) | 90% | — | | Jack Hartung | 115% | 110% | | Curt Garner | 115% | 100% | | Chris Brandt | 100% | 90% | | Roger Theodoredis(2) | 90% | — | | Brian Niccol(3) | 225% | 200% |
Target Bonus Opportunities
| (1) Mr. Boatwright’s AIP target was initially increased in February 2024 to 100% and subsequently increased to 115% in August 2024 when he was promoted to Interim CEO, before he was named CEO in November 2024. |
Target Bonus Opportunities
| (2) Messrs. Rymer and Theodoredis first became NEOs in 2024 and their prior compensation is not required to be disclosed. |
Target Bonus Opportunities
| (3) Mr. Niccol left the company mid-year and as a result he forfeited his 2024 AIP bonus. |
Target Bonus Opportunities
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Company Performance Factor (“CPF”)
| CPF Performance Goals | | | | | | | Metric | Weighting | Threshold Performance | Target Performance | Maximum Performance | 2024 Actual Results | | CRS | 40% | 0.40% | 4.4-5.4% | 9.4% | 7.4% | | RCF Margin % | 40% | 25% | 26.0 – 26.5% | 27.5% | 26.7% | | SARs | 20% | 400 | 430 | 460 | 460 | | | | | | Total CPF | 176% |
2024 Bonus Payouts
2024 Bonus Payouts The 2024 AIP payout for each NEO is set forth below.
2024 Bonus Payouts
| | Target 2024 AIP Payout | | Actual 2024 AIP Payout(1) | | | | | | Name | % of Base Salary | Dollar Value | CPF | IPF | Brand Purpose Modifier | Dollar Value | % of Target | | Scott Boatwright (2) | 107% | $854,918 | 176.0% | 190.0% | 5.0% | $1,577,324 | 185% | | Adam Rymer (2) | 58% | $259,095 | 176.0% | 160.0% | 5.0% | $452,996 | 175% | | Jack Hartung | 115% | $1,023,500 | 176.0% | 175.0% | 5.0% | $1,849,976 | 181% | | Curt Garner | 115% | $943,000 | 176.0% | 200.0% | 5.0% | $1,763,410 | 187% | | Chris Brandt | 100% | $760,000 | 176.0% | 200.0% | 5.0% | $1,421,200 | 187% | | Roger Theodoredis | 90% | $580,500 | 176.0% | 175.0% | 5.0% | $1,049,254 | 181% | | Brian Niccol(3) | 225% | $3,375,000 | — | — | — | — | — |
2024 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 2024, the Committee did not apply the negative modifier to reduce any payouts. |
2024 Bonus Payouts
| (2) The 2024 AIP payouts for Mr. Boatwright and Mr. Rymer were prorated based on their time in role. |
2024 Bonus Payouts
| (3) An employee must be employed by Chipotle on the payout date in order to be eligible for a payout under the 2024 AIP. Mr. Niccol’s employment terminated on August 31, 2024 and, as a result, he was not eligible for a payout. |
2024 Bonus Payouts
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Fiscal 2024 Annual LTI Awards
Fiscal 2024 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 2024, 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 2024, the Committee provided a majority of the increase in target compensation for the 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 2024, the Committee increased the target grant date value for each NEO to be competitive with current market levels, which increased from 2023. The table below reflects the 2024 target annual grant value for each NEO, split 60% in PSUs and 40% in SOSARs for all NEOs except Mr. Brandt, whose split was 60% PSUs, 20% SOSARs and 20% RSUs. Further details of these annual grants are provided below and are disclosed in the “Grants of Plan-Based Awards in 2024” table.
Fiscal 2024 Annual LTI Awards
| | 2024 Annual LTI Grant - Total Grant Date Value | | | NEO | 2024 | 2023 | | Scott Boatwright(1) | $5,000,000 | $4,500,000 | | Adam Rymer(1)(2) | $700,000 | — | | Jack Hartung | $6,500,000 | $5,500,000 | | Curt Garner | $6,250,000 | $5,000,000 | | Chris Brandt | $4,750,000 | $4,500,000 | | Roger Theodoredis(2) | $3,750,000 | — | | Brian Niccol(3) | $20,125,000 | $15,500,000 |
Fiscal 2024 Annual LTI Awards
| (1) Mr. Boatwright received an annual 2024 LTI grant with a grant date value of $5.0 million in February 2024. In August 2024, in connection with his appointment as Interim CEO, Mr. Boatwright received an incremental promotion RSU grant with a grant date value of $3.5 million, which is not reflected in the table. Similarly, Mr. Rymer received an annual 2024 LTI grant with a grant date value of $700,000 in February 2024. In October 2024, in connection with his promotion to CFO, Mr. Rymer received a promotion RSU grant with a grant date value of $750,000, which is not reflected in the table. The incremental and promotion RSUs, as applicable, were granted to align their total 2024 LTI compensation with their new roles. |
Fiscal 2024 Annual LTI Awards
| (2) Messrs. Rymer and Theodoredis first became NEOs in 2024 and their prior compensation is not required to be disclosed. |
Fiscal 2024 Annual LTI Awards
| (3) Mr. Niccol’s 2024 LTI grants were forfeited when he left the company in August 2024. |
2024 PSU Awards
2024 PSU Awards For the 2024 PSU awards, the Compensation, People and Culture Committee maintained the two metrics used in the 2023 PSU awards: (i) 3-year cumulative Base RCF Dollars, weighted 90%, and (ii) total number of NROs, weighted 10%, both measured over the 3-year performance period of January 1, 2024 – December 31, 2026. The Committee continues to believe that RCF Dollars are the best measure for the 2024 PSU awards because it incentivizes the most important drivers of our business: top line growth at our existing restaurant base and restaurant level profitability; however, cash flow dollars from restaurants open after January 1, 2024 are excluded from the calculation of RCF Dollars to address the unpredictable timelines for NROs, which are often caused by forces outside our reasonable control (e.g., equipment unavailability, delays in municipal inspections and permits) and can result in swings in annual cash flow dollars generated by new restaurants. The second metric is based on the number of total NROs during the three-year performance period, which helps ensure continued focus on the long-term growth in the number of restaurants.
2024 PSU Awards
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2024 PSU Awards
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:
2024 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) (in millions) | Shares Earned as % of Target PSUs | Total NROs | Shares Earned as % of Target PSUs | Shares Earned as % of Target PSUs | | $8,690 | 0% | 960 | 0% | 0% | | $8,840 | 45% | 980 | 5% | 50% | | $8,990 - $9,140 | 90% (Target) | 1,000-1,020 | 10% (Target) | 100% | | $9,240 | 135% | 1,035 | 15% | 150% | | $9,340 | 180% | 1,050 | 20% | 200% | | $9,440 | 225% | 1,065 | 25% | 250% | | $9,540 | 270% | 1,080 | 30% | 300% |
2024 PSU Awards
| (1) Base RCF Dollars for the 2024 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, 2024. |
2024 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 $8.69 billion (90% weight) and/or if more than 960 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 2024 PSUs contain a provision capping the payout at 100% of target if the company’s 3-year relative total shareholder return (“TSR”) is below the 25th percentile of the S&P 500 constituent companies.
2024 RSUs
2024 RSUs 2024 Annual RSUs Mr. Brandt elected to receive an annual RSU grant on February 9, 2024 in lieu of SOSARs. This RSU vests in two equal installments on the second and third anniversaries of the grant date, subject to his continued employment through the applicable vesting date. Retention RSUs As described above under “Executive Summary―2024 CEO and Leadership Transitions―One-Time Retention Awards,” the Compensation, People and Culture Committee granted a retention equity award to the NEOs (excluding Mr. Niccol) in the form of RSUs that vest 60% on the first anniversary of the grant date and 40% on the second anniversary of the grant date; however Mr. Rymer’s retention RSUs vest in three equal installments on the first three anniversaries of the grant date. Vesting is subject to the executive officer’s continued employment through the applicable vesting date. Incremental and Promotion RSUs In 2024, Messrs. Boatwright and Rymer were granted additional RSUs in order to align their total 2024 LTI compensation with their new roles. On August 22, 2024, Mr. Boatwright was granted a one-time incremental RSU award in connection with his appointment to Interim Chief Executive Officer. Mr. Boatwright’s incremental RSUs vest on the one-year anniversary of the grant date, subject to his continued employment through the applicable vesting date. Mr. Rymer was granted a one-time promotion RSU award on October 1, 2024 in connection with his promotion to Chief Financial Officer. Mr. Rymer’s promotion RSUs vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to his continued employment through the applicable vesting date.
2024 RSUs
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2024 RSUs
2023 AIP RSU In 2024, each NEO except Adam Rymer received a grant of RSUs under the 2023 AIP. Under the 2023 AIP, all payouts to executive officers that exceeded 200% of target were paid in the form of RSUs. These 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. The cash payouts under the 2023 AIP were reported in the 2023 Summary Compensation Table and the RSU values listed in the table below are reported in the 2024 Summary Compensation Table.
2024 RSUs
| NEO | # of RSUs | Grant Date Value | | Scott Boatwright | 2,250 | $118,726 | | Jack Hartung | 3,400 | $179,408 | | Curt Garner | 2,450 | $129,279 | | Chris Brandt | 2,050 | $108,172 | | Roger Theodoredis | 2,300 | $121,364 | | Brian Niccol | 11,100 | $585,714 |
EARNOUT OF 2022-24 PSU AWARDS
EARNOUT OF 2022-24 PSU AWARDS In 2022, we granted PSUs to our executive officers that vested based on the company’s three-year cumulative RCF Dollars, measured from January 1, 2022 – December 31, 2024. 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:
EARNOUT OF 2022-24 PSU AWARDS
| 3 Year RCF Dollars (in millions) | Payout | | $7,400 | 0% | | $7,600 | 50% | | $7,800 | 100% | | $7,950 | 150% | | $8,100 | 200% | | $8,250 | 250% | | $8,400 | 300% |
EARNOUT OF 2022-24 PSU AWARDS
3-Yr RCF Dollars for the performance period was $7.67 billion and, as a result, in February 2025, the Committee certified payout for the 2022-2024 PSUs at 66% of target.
Equity Grant Practices
Equity Grant Practices Our current and historical practice is to grant equity awards only during periods when our trading window is open pursuant to our Insider Trading Policy. Our annual grant of equity awards, including 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. We make interim equity grants during the year (for example, to newly hired or promoted employees) when our trading window is open pursuant to our Insider Trading Policy and usually within one week after we publicly announce our financial results for a financial quarter. 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. In August 2024, the interim RSU grant to Scott Boatwright when he was named Interim CEO, and the special one-time retention RSU grants were approved by the Compensation, People and Culture Committee and effective on August 22, 2024 when our trading window was open pursuant to our Insider Trading Policy. The promotional RSU grant to Adam Rymer when he was appointed as our CFO also was approved by the Compensation, People and Culture Committee on August 22, 2024, but the grant was effective on October 1, 2024, the effective date of his promotion.
Equity Grant Practices
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Severance Arrangements
Severance Arrangements The Chipotle Mexican Grill, Inc. Executive Officer 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.
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.
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. |
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. |
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
2024 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 ($) | | Scott Boatwright Chief Executive Officer | 2024 | $768,461 | $14,621,203 | $2,000,801 | $1,577,324 | $169,728 | $19,137,518 | | | 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 | | Adam Rymer* Chief Financial Officer | 2024 | $428,684 | $4,100,955 | $350,351 | $452,996 | $34,282 | $5,367,269 | | Jack Hartung President and Chief Strategy Officer, Former Chief Financial and Administrative Officer | 2024 | $886,154 | $12,081,549 | $2,600,198 | $1,849,976 | $83,558 | $17,501,434 | | | 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 | | Curt Garner Chief Customer and Technology Officer | 2024 | $813,846 | $10,881,039 | $2,500,580 | $1,763,410 | $74,432 | $16,033,306 | | | 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 | | Chris Brandt Chief Brand Officer | 2024 | $754,615 | $10,912,699 | $950,592 | $1,421,200 | $67,167 | $14,106,273 | | | 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 | | Roger Theodoredis* General Counsel, Chief Legal Officer | 2024 | $641,923 | $7,371,910 | $1,500,179 | $1,049,254 | $90,100 | $10,653,367 | | Brian Niccol(5) Former Chairman and Chief Executive Officer | 2024 | $1,124,447 | $12,661,442 | $8,050,482 | $0 | $303,555 | $22,139,926 | | | 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 |
2024 SUMMARY COMPENSATION TABLE
| * Messrs. Rymer and Theodoredis first became NEOs in 2024 and only their 2024 compensation is required to be disclosed. |
2024 SUMMARY COMPENSATION TABLE
| (1) Amounts under “Stock Awards” represent the grant date fair value under FASB Topic 718 of (i) the 2024 annual grant of performance share units (“PSUs”), based on the probable achievement as of the date of grant, (ii) the 2024 annual grant of restricted stock units (“RSU”), (iii) RSUs granted in February 2024 in connection with payouts under our 2023 Annual Incentive Plan (“AIP”) that exceeded 200% of target (“2023 AIP RSU”), (iv) RSUs granted to Messrs. Boatwright and Rymer in connection with their promotions to CEO and CFO, respectively, and (v) one-time retention RSUs granted in August 2024 to all of the NEOs, except Mr. Niccol. Under our 2023 AIP, payouts to our executive officers that exceeded 200% of target were paid in the form of 2023 AIP 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. See Note 8 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 5, 2025 for descriptions of the methodologies and assumptions we use to value stock awards and our related expense recognition pursuant to FASB ASC Topic 718. The 2024 annual PSU awards will only pay out to the extent the two performance metrics (three-year cumulative base restaurant cash flow (“RCF”) dollars and total number of new restaurant openings (“NROs”)) equal or exceed the predetermined threshold performance levels over the 2024 through 2026 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 2024 PSU awards for our NEOs (other than Mr. Niccol who forfeited his 2024 PSU award in connection with his termination of employment), assuming maximum performance, is approximately $9.0 million for Mr. Boatwright, $1.1 million for Mr. Rymer, $11.7 million for Mr. Hartung, $11.3 million for Mr. Garner, $8.6 million for Mr. Brandt and $6.8 million for Mr. Theodoredis. For further details, see “Compensation Discussion and Analysis – 2024 Compensation Program.” For 2024, 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. All NEOs elected to receive 40% of their 2024 grant in the form of SOSARs rather than in RSUs, except Mr. Brandt, who elected to receive 20% of his 2024 grant in the form of RSUs. |
2024 SUMMARY COMPENSATION TABLE
| (2) Amounts under “Option Awards” represent the grant date fair value under FASB Topic 718 of SOSARs awarded in 2024. See Note 8 to our audited consolidated financial statements for the year ended December 31, 2024, as referenced in footnote (1), for descriptions of the methodologies and assumptions we use to value SOSAR awards and our related expense recognition pursuant to FASB ASC Topic 718. |
2024 SUMMARY COMPENSATION TABLE
| (3) Amounts under “Non-Equity Incentive Plan Compensation” represent cash payouts earned under the AIP for the relevant year. See “Compensation Discussion and Analysis – Annual Incentive Plan (AIP).” |
2024 SUMMARY COMPENSATION TABLE
| (4) Amounts shown in the “All Other Compensation” column for 2024 consist of the following: |
2024 SUMMARY COMPENSATION TABLE
| Name | Company Contributions to Retirement Plans(a) | Personal Aircraft Use(b) | Tax Payments(c) | Other(d) | Total | | Scott Boatwright | $43,511 | $33,124 | $1,810 | $91,284 | $169,728 | | Adam Rymer | $19,898 | $0 | $2,650 | $11,734 | $34,282 | | Jack Hartung | $70,976 | $3,108 | $3,263 | $6,211 | $83,558 | | Curt Garner | $59,440 | $0 | $1,234 | $13,758 | $74,432 | | Chris Brandt | $52,308 | $0 | $1,131 | $13,728 | $67,167 | | Roger Theodoredis | $13,800 | $0 | $37,154 | $39,147 | $90,100 | | Brian Niccol | $136,892 | $161,217 | $800 | $4,646 | $303,555 |
2024 SUMMARY COMPENSATION TABLE
| | 2025 Proxy Statement | 57 |
2024 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 2024” for more details on this plan. |
2024 SUMMARY COMPENSATION TABLE
| (b) Consists of the aggregate incremental costs of personal use of company-owned aircraft, which use was approved by our Board, or personal travel on commercial aircraft paid by the company. 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. |
2024 SUMMARY COMPENSATION TABLE
| (c) For all executives, includes 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. For all executives except Mr. Niccol, also includes taxes on travel costs for the executive’s spouse or significant other to attend an executive leadership offsite meeting held in 2024. For Mr. Theodoredis, includes $34,900 in taxes on a payment under the company’s self-insured medical plan for out of network medical services. |
2024 SUMMARY COMPENSATION TABLE
| (d) Includes costs of life insurance premiums and a gym allowance for all executives; a car allowance for Mr. Rymer, which terminated when he was promoted to CFO; financial and tax counseling services for Messrs. Garner and Brandt; and personal security costs for Messrs. Boatwright ($82,120) and Niccol ($200). For Mr. Theodoredis, includes $30,945 paid under the company’s self-insured medical plan for out of network medical services that were not available in network. |
2024 SUMMARY COMPENSATION TABLE
| (5) Mr. Niccol forfeited all equity awards shown under “Stock Awards” and “Option Awards” and he did not receive a payout under the 2024 AIP when he terminated employment with the company in August 2024. |
2024 SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Scott Boatwright | AIP | ― | ― | $0 | $854,918 | $1,709,836 | | | | | | | | | | PSU(4) | 2/9/24 | 2/6/24 | | | | 0 | 56,900 | 170,700 | | | | $3,002,442 | | | SOSAR(5) | 2/9/24 | 2/6/24 | | | | | | | | 118,500 | $52.77 | $2,000,801 | | | 2023 AIP RSU(5) | 2/9/24 | 2/6/24 | | | | | | | 2,250 | | | $118,726 | | | Interim CEO RSU(6) | 8/22/24 | 8/22/24 | | | | | | | 65,482 | | | $3,500,013 | | | Retention RSU(7) | 8/22/24 | 8/22/24 | | | | | | | 149,673 | | | $8,000,022 | | Adam Rymer | AIP | ― | ― | $0 | $259,095 | $518,190 | | | | | | | | | | PSU(4) | 2/9/24 | 2/9/24 | | | | 0 | 6,650 | 19,950 | | | | $350,901 | | | SOSAR(5) | 2/9/24 | 2/9/24 | | | | | | | | 20,750 | $52.77 | $350,351 | | | Retention RSU(8) | 8/22/24 | 8/22/24 | | | | | | | 56,128 | | | $3,000,042 | | | Promotion RSU(5) | 10/1/24 | 8/22/24 | | | | | | | 13,119 | | | $750,013 | | Jack Hartung | AIP | ― | ― | $0 | $1,023,500 | $2,047,000 | | | | | | | | | | PSU(4) | 2/9/24 | 2/6/24 | | | | 0 | 73,950 | 221,850 | | | | $3,902,120 | | | SOSAR(5) | 2/9/24 | 2/6/24 | | | | | | | | 154,000 | $52.77 | $2,600,198 | | | 2023 AIP RSU(5) | 2/9/24 | 2/6/24 | | | | | | | 3,400 | | | $179,408 | | | Retention RSU(7) | 8/22/24 | 8/22/24 | | | | | | | 149,673 | | | $8,000,022 | | Curt Garner | AIP | ― | ― | $0 | $943,000 | $1,886,000 | | | | | | | | | | PSU(4) | 2/9/24 | 2/6/24 | | | | 0 | 71,100 | 213,300 | | | | $3,751,734 | | | SOSAR(5) | 2/9/24 | 2/6/24 | | | | | | | | 148,100 | $52.77 | $2,500,580 | | | 2023 AIP RSU(5) | 2/9/24 | 2/6/24 | | | | | | | 2,450 | | | $129,279 | | | Retention RSU(7) | 8/22/24 | 8/22/24 | | | | | | | 130,964 | | | $7,000,026 | | Chris Brandt | AIP | ― | ― | $0 | $760,000 | $1,520,000 | | | | | | | | | | PSU(4) | 2/9/24 | 2/6/24 | | | | 0 | 54,050 | 162,150 | | | | $2,852,056 | | | SOSAR(5) | 2/9/24 | 2/6/24 | | | | | | | | 56,300 | $52.77 | $950,592 | | | 2024 Annual RSU(5) | 2/9/24 | 2/6/24 | | | | | | | 18,050 | | | $952,444 | | | 2023 AIP RSU(5) | 2/9/24 | 2/6/24 | | | | | | | 2,050 | | | $108,172 | | | Retention RSU(7) | 8/22/24 | 8/22/24 | | | | | | | 130,964 | | | $7,000,026 | | Roger Theodoredis | AIP | ― | ― | $0 | $580,500 | $1,161,000 | | | | | | | | | | PSU(4) | 2/9/24 | 2/6/24 | | | | 0 | 42,650 | 127,950 | | | | $2,250,513 | | | SOSAR(5) | 2/9/24 | 2/6/24 | | | | | | | | 88,850 | $52.77 | $1,500,179 | | | 2023 AIP RSU(5) | 2/9/24 | 2/6/24 | | | | | | | 2,300 | | | $121,364 | | | Retention RSU(7) | 8/22/24 | 8/22/24 | | | | | | | 93,546 | | | $5,000,034 | | Brian Niccol(9) | AIP | ― | ― | $0 | $3,375,000 | $6,750,000 | | | | | | | | | | PSU(4) | 2/9/24 | 2/6/24 | | | | 0 | 228,850 | 686,550 | | | | $12,075,728 | | | SOSAR(5) | 2/9/24 | 2/6/24 | | | | | | | | 476,800 | $52.77 | $8,050,482 | | | 2023 AIP RSU(5) | 2/9/24 | 2/6/24 | | | | | | | 11,100 | | | $585,714 |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (1) Amounts reflect potential payouts under the 2024 AIP. The “Threshold” column reflects amounts that would be paid 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 if the performance goals were each achieved at 100%. The “Maximum” column reflects amounts that would be paid if the performance goals were achieved at the maximum level. Amounts in each column assume that the Compensation, People and Culture Committee does not apply the food safety modifier to decrease the payout to any NEO by up to -20%. Actual payouts under the 2024 AIP are reflected in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. See “Compensation Discussion and Analysis – 2024 Compensation Program – Annual Incentive Plan” for further information regarding the 2024 AIP. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| | 2025 Proxy Statement | 59 |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (2) 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 2024 Annual PSU Awards,” “Terms of 2024 Annual SOSAR Awards” and “Terms of 2024 RSU Awards” below for a description of the vesting terms for the PSUs, SOSARs and RSUs granted during 2024. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (3) See Note 8 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 5, 2025, for descriptions of the methodologies and assumptions we used to value equity awards pursuant to FASB Topic 718. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (4) PSUs will vest to the extent that the company’s three-year cumulative base RCF Dollars and total number of new restaurant openings (NROs) over the 2024 through 2026 performance period equal or exceed the predetermined threshold performance level. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (5) These SOSARs and RSUs vest 50% on the second anniversary and 50% on the third anniversary of the date of grant. The 2023 AIP RSUs represent payouts under the company’s 2023 AIP that exceeded 200% of target. The payouts were based on performance during 2023 and the cash payouts were reported in the 2023 Summary Compensation Table, but the RSUs were granted in 2024 when performance under the 2023 AIP was finalized. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (6) This RSU vests 100% on the first anniversary of the grant date, subject to the executive’s continued employment or service with the company through the vesting date. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (7) These RSUs vest 60% on the first anniversary of the grant date and 40% on the second anniversary of the grant date, subject to the executive’s continued employment through the applicable vesting date. Since Mr. Hartung announced and then agreed to delay his retirement, his RSU will (i) be forfeited if he retires before the first anniversary of the grant date, and (ii) continue to vest through the vesting term if he retires after the first anniversary of the grant date. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (8) This RSU vests in three equal installments on the first three anniversaries of the grant date, subject to his continued employment through the applicable vesting dates. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (9) Mr. Niccol terminated his employment with the company in August 2024. As a result, all of the plan-based awards shown in the table were forfeited. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| | Option Awards(1) | | | | | Stock Awards | | | | | Name(2) | 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 ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Scott Boatwright | 2/4/2021 | 165,200 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 81,850 | 81,800 | $31.56 | 2/10/2029 | — | — | 46,431 | $2,799,789 | | | 2/9/2023 | — | 87,000 | $32.14 | 2/9/2030 | 28,050 | $1,691,415 | 252,150 | $15,204,645 | | | 2/9/2024 | — | 118,500 | $52.77 | 2/9/2031 | 2,250 | $135,675 | 170,700 | $10,293,210 | | | 8/22/2024 | — | — | — | — | 149,673(5) | $9,025,282 | — | — | | | 8/22/2024 | — | — | — | — | 65,482(6) | $3,948,565 | — | — | | Adam Rymer | 2/4/2021 | 25,450 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 14,950 | 14,900 | $31.56 | 2/10/2029 | — | — | 5,676 | $342,263 | | | 2/9/2023 | — | 29,000 | $32.14 | 2/9/2030 | — | — | 28,050 | $1,691,415 | | | 2/9/2024 | — | 20,750 | $52.77 | 2/9/2031 | — | — | 19,950 | $1,202,985 | | | 8/22/2024 | — | — | — | — | 56,128(7) | $3,384,518 | — | — | | | 10/1/2024 | — | — | — | — | 13,119 | $791,076 | — | — | | Jack Hartung | 2/8/2019 | 189,100 | — | $11.66 | 2/8/2026 | — | — | — | — | | | 2/6/2020 | 267,200 | — | $17.14 | 2/6/2027 | — | — | — | — | | | 2/4/2021 | 177,900 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 88,450 | 88,450 | $31.56 | 2/10/2029 | — | — | 50,193 | $3,026,638 | | | 2/9/2023 | — | 212,600 | $32.14 | 2/9/2030 | — | — | 308,100 | $18,578,430 | | | 2/9/2024 | — | 154,000 | $52.77 | 2/9/2031 | 3,400 | $205,020 | 221,850 | $13,377,555 | | | 8/22/2024 | — | — | — | — | 149,673(5) | $9,025,282 | — | — | | Curt Garner | 3/29/2018 | 48,450 | — | $7.11 | 3/29/2025 | — | — | — | — | | | 2/8/2019 | 339,100 | — | $11.66 | 2/8/2026 | — | — | — | — | | | 2/6/2020 | 267,200 | — | $17.14 | 2/6/2027 | — | — | — | — | | | 2/4/2021 | 177,900 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 88,450 | 88,450 | $31.56 | 2/10/2029 | — | — | 50,193 | $3,026,638 | | | 2/9/2023 | — | 193,300 | $32.14 | 2/9/2030 | — | — | 280,050 | $16,887,015 | | | 2/9/2024 | — | 148,100 | $52.77 | 2/9/2031 | 2,450 | $147,735 | 213,300 | $12,861,990 | | | 8/22/2024 | — | — | — | — | 130,964(5) | $7,897,129 | — | — | | Chris Brandt | 2/4/2021 | 152,450 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 81,850 | 81,800 | $31.56 | 2/10/2029 | — | — | 46,431 | $2,799,789 | | | 2/9/2023 | — | 87,000 | $32.14 | 2/9/2030 | 28,050 | $1,691,415 | 252,150 | $15,204,645 | | | 2/9/2024 | — | 56,300 | $52.77 | 2/9/2031 | 18,050 | $1,088,415 | 162,150 | $9,777,645 | | | 2/9/2024 | — | — | — | — | 2,050 | $123,615 | — | — | | | 8/22/2024 | — | — | — | — | 130,964(5) | $7,897,129 | — | — | | Roger Theodoredis | 2/10/2022 | — | 60,800 | $31.56 | 2/10/2029 | — | — | 34,518 | $2,081,435 | | | 2/9/2023 | — | 135,300 | $32.14 | 2/9/2030 | — | — | 196,050 | $11,821,815 | | | 2/9/2024 | — | 88,850 | $52.77 | 2/9/2031 | 2,300 | $138,690 | 127,950 | $7,715,385 | | | 8/22/2024 | — | — | — | — | 93,546(5) | $5,640,824 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| (1) Unless noted otherwise, SOSARs and RSUs vest ratably on the second and third anniversary of the grant date, generally subject to continued employment with the company through the applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| 62 | 2025 Proxy Statement | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| (2) Brian Niccol terminated employment with Chipotle in August 2024 and all of his outstanding equity awards were cancelled by December 31, 2024. As a result, he is not listed in the table. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| (3) Calculated based on the closing stock price of Chipotle common stock on December 31, 2024 of $60.30 per share. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| (4) 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 2022 PSUs, which vested on February 15, 2025, the number of shares in the table reflect shares earned based on actual achievement of the performance objectives, which resulted in a 66% of target payout. For the 2023 PSUs, which are scheduled to vest on February 15, 2026, and the 2024 PSUs, which are scheduled to vest on February 15, 2027, the number of shares in the table reflect payout at maximum achievement level since performance through the completed years of the applicable performance period exceeded target levels. Actual achievement of the performance objectives for the 2023 PSUs and 2024 PSUs may vary from the achievement reflected in the table based on company performance over the remainder of the performance period. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| (5) These RSUs vest 60% on the first anniversary of the grant date and 40% on the second anniversary of the grant date, subject to the executive’s continued employment through the applicable vesting date. Since Mr. Hartung announced and then agreed to delay his retirement, his RSU will (i) be cancelled if he retires before the first anniversary of the grant date, and (ii) continue to vest through the vesting term if he retires after the first anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| (6) This RSU vests 100% on the first anniversary of the grant date, subject to the executive’s continued employment with the company through the vesting date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2024
| (7) This RSU vests in three equal installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
| | 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) | | Scott Boatwright | 0 | $0 | 183,202 | $9,600,481 | | Adam Rymer | 0 | $0 | 18,904 | $990,641 | | Jack Hartung | 150,000 | $7,998,336 | 197,380 | $10,343,462 | | Curt Garner | 220,750 | $10,602,540 | 197,380 | $10,343,462 | | Chris Brandt | 222,650 | $9,221,829 | 169,163 | $8,864,784 | | Roger Theodoredis | 229,300 | $7,708,314 | 112,868 | $5,914,712 | | Brian Niccol | 2,129,350 | $75,721,299 | 676,513 | $35,451,852 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
| (1) Reflects the number of shares of Chipotle common stock acquired on exercise of SOSARs or the vesting of RSUs and PSUs. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
| (2) Equals the number of underlying shares exercised multiplied by the difference between the market value of Chipotle common stock on the date of exercise and the exercise price of the SOSARs. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
| (3) Equals the closing price the Chipotle’s common stock on the vesting date multiplied by the number of shares vested. |
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
NONQUALIFIED DEFERRED COMPENSATION FOR 2024 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 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 upon 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.
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
| | 2025 Proxy Statement | 63 |
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
The table below presents contributions by each named executive officer to the Supplemental Deferred Investment Plan during 2024, our matching contributions, each executive’s earnings under and distributions from the Plan and the ending balances in the Plan on December 31, 2024.
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
| 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) | | Scott Boatwright | $307,384 | $29,711 | $68,771 | $385,100 | $875,605 | | Adam Rymer | $127,138 | $6,098 | $62,439 | $0 | $397,701 | | Jack Hartung | $646,446 | $57,176 | $628,570 | $0 | $12,007,854 | | Curt Garner | $752,846 | $45,640 | $425,508 | $0 | $4,044,383 | | Chris Brandt | $431,896 | $38,508 | $280,516 | $0 | $1,798,273 | | Roger Theodoredis | — | — | — | — | — | | Brian Niccol | $310,384 | $123,092 | $241,802 | $0 | $2,010,520 |
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
| (1) These amounts are reported in the 2024 Summary Compensation Table in each executive’s “Salary” for 2024. |
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
| (2) These amounts are reported in the 2024 Summary Compensation Table in each executive’s “All Other Compensation” for 2024. |
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
| (3) These amounts are not reported as compensation in the 2024 Summary Compensation Table because none of the earnings are “above market” as defined in SEC rules. |
NONQUALIFIED DEFERRED COMPENSATION FOR 2024
| (4) These amounts include amounts previously reported in the Summary Compensation Table for years prior to 2024 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. Boatwright ($722,343); Mr. Hartung ($8,120,598); Mr. Garner ($1,832369); Mr. Brandt ($999,899); and Mr. Niccol ($2,050,333). Messrs. Rymer and Theodoredis first became NEOs in 2024 so no amounts have previously been disclosed for them. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| Officer(1) | Termination Without Cause or by Executive for Good Reason | Change in Control (Double Trigger)(2) | Retirement(3) | Death or Disability | | Scott Boatwright | | | | | | Salary | $2,000,000 | $2,000,000 | $0 | $0 | | Bonus | $3,877,324 | $3,877,324 | $0 | $0 | | Annual Equity Grants | $25,732,082 | $46,135,221 | $0 | $44,692,905 | | Benefits | $26,813 | $26,813 | $0 | $0 | | Adam Rymer | | | | | | Salary | $975,000 | $1,300,000 | $0 | $0 | | Bonus | $1,330,496 | $1,622,996 | $0 | $0 | | Annual Equity Grants | $3,356,089 | $8,510,990 | $0 | $8,334,673 | | Benefits | $20,110 | $26,813 | $0 | $0 | | Jack Hartung | | | | | | Salary | $1,335,000 | $1,780,000 | $0 | $0 | | Bonus | $3,385,226 | $3,896,976 | $0 | $0 | | Annual Equity Grants | $26,323,594 | $50,137,669 | $38,540,191 | $48,578,492 | | Benefits | $13,504 | $18,006 | $0 | $0 | | Curt Garner | | | | | | Salary | $1,230,000 | $1,640,000 | $0 | $0 | | Bonus | $3,177,910 | $3,649,410 | $0 | $0 | | Annual Equity Grants | $24,520,098 | $46,365,711 | $0 | $44,806,534 | | Benefits | $20,110 | $26,813 | $0 | $0 | | Chris Brandt | | | | | | Salary | $1,140,000 | $1,520,000 | $0 | $0 | | Bonus | $2,561,200 | $2,941,200 | $0 | $0 | | Annual Equity Grants | $21,657,597 | $41,353,530 | $0 | $39,911,214 | | Benefits | $20,110 | $26,813 | $0 | $0 | | Roger Theodoredis | | | | | | Salary | $967,500 | $1,290,000 | $0 | $0 | | Bonus | $1,920,004 | $2,210,254 | $0 | $0 | | Annual Equity Grants | $16,833,505 | $31,623,270 | $24,323,732 | $30,551,016 | | Benefits | $20,110 | $26,813 | $0 | $0 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| (1) Brian Niccol terminated employment with the company in August 2024 and did not receive any severance payments or benefits in connection with his termination of employment. As a result, he is not listed in the table. |
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. |
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. Messrs. Hartung and Theodoredis are the only NEOs eligible for retirement treatment as of December 31, 2024. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
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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 130,000 people around the world, and approximately 126,000 are hourly restaurant crew employees working in our over 3,700 restaurants. We calculated the pay ratio of Scott Boatwright, who served as our CEO on December 31, 2024, to our median employee 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 2024 compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2024 and we annualized the compensation of all full- and part-time employees who joined Chipotle mid-year during 2024. 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 2,061 employees in Canada, 416 employees in the United Kingdom,144 employees in France and 50 employees in Germany from the calculations of our median employee. To arrive at a consistently applied compensation measure, we excluded from total 2024 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 2024 of $16,666, which is the compensation for an hourly part-time employee who works roughly 20 hours per week at one of our restaurants in Nevada 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 2024 of $16,666, and the annual total compensation of $19.14 million for Scott Boatwright, our CEO, as reported in the 2024 Summary Compensation Table, the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation is 1,148 to 1. One of the most significant factors that differentiates us from other restaurant companies is that we own all of our restaurants (except the franchised restaurants in the Middle East), so all of the approximately 126,000 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.
CEO PAY RATIO
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CEO PAY RATIO
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 2024:
CEO PAY RATIO
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for CEO Brian Niccol (a) | Compensation Actually Paid to CEO Brian Niccol (b) | Summary Compensation Table Total for CEO Scott Boatwright (a) | Compensation Actually Paid to CEO Scott Boatwright (b) | Average Summary Compensation Table Total for Non-CEO NEOs (c) | Average Compensation Actually Paid to Non-CEO NEOs (d) | CMG Total Shareholder Return (e) | Peer Group Total Shareholder Return (f) | Net Income ($millions) (g) | Company Selected Measure (CSM) - RCF Dollars ($millions) (h) | | 2024 | $22,139,926 | ($55,032,138) | $19,137,518 | $33,415,960 | $12,732,330 | $24,542,185 | $360 | $146 | $1,534 | $3,018 | | 2023 | $22,473,427 | $95,261,876 | $0 | $0 | $7,195,337 | $28,967,744 | $273 | $142 | $1,229 | $2,586 | | 2022 | $17,186,153 | ($16,848,694) | $0 | $0 | $6,500,834 | ($6,223,351) | $166 | $126 | $899 | $2,062 | | 2021 | $17,880,580 | $66,215,877 | $0 | $0 | $5,402,915 | $22,935,919 | $209 | $140 | $653 | $1,707 | | 2020 | $38,035,868 | $95,328,425 | $0 | $0 | $14,751,175 | $30,272,465 | $166 | $116 | $356 | $1,041 |
CEO PAY RATIO
Column (a). Reflects compensation amounts reported in the Summary Compensation Table for our former CEO, Brian Niccol, and current CEO, Scott Boatwright, for the respective years shown. Column (b). Reflects the respective amounts set forth in columns (a) of the table above, adjusted as set forth in the tables below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in columns (b) of the table above do not reflect the actual amount of compensation earned, realized or received by the CEOs during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our Compensation, People and Culture Committee regarding the CEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and the tables and narrative explanations reporting pay for the fiscal years covered in the table above.
CEO PAY RATIO
| Year | Summary Compensation Table Total for Brian Niccol | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to Brian Niccol | | 2024 | $22,139,926 | $20,711,924 | $0 | $0 | $7,424,688 | $63,884,828 | ($55,032,138) | | 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 | $95,328,425 |
CEO PAY RATIO
| Year | Summary Compensation Table Total for Scott Boatwright | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Compensation Actually Paid to Scott Boatwright | | 2024 | $19,137,518 | $16,622,004 | $21,604,316 | $7,279,143 | $2,016,987 | $0 | $33,415,960 |
CEO PAY RATIO
Column (c). The following non-CEO NEOs are included in the average amounts for each year shown: 2024: Jack Hartung, Curt Garner, Christopher Brandt, Adam Rymer, Roger Theodoredis 2023: Jack Hartung, Curt Garner, Christopher Brandt and Scott Boatwright 2022: Jack Hartung, Curt Garner, Christopher Brandt, Scott Boatwright and Marissa Andrada
CEO PAY RATIO
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CEO PAY RATIO
Column (d). Reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned, realized, or received by the non-CEO NEOs during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information about the decisions made by our Compensation, People and Culture Committee regarding the non-CEO NEOs’ compensation for each fiscal year, see “Compensation Discussion and Analysis” and the related tables and narrative explanations reporting pay for the fiscal years covered in the table above.
CEO PAY RATIO
| Year | Summary Compensation Table Total for Non-CEO NEOs | Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) | Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year | Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards From Prior Years | Plus: Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | Less: Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year ($) | Average Compensation Actually Paid to Non-CEO NEOs | | 2024 | $12,732,330 | $10,650,010 | $14,483,857 | $6,412,101 | $1,563,907 | $0 | $24,542,185 | | 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 |
CEO PAY RATIO
Column (e). For the relevant fiscal year, represents the cumulative 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, 2024, 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.