DEF 14A of Chipotle Mexican Grill Inc, Apr 28, 2026

DEF 14A of Chipotle Mexican Grill Inc

Filed Apr 28, 2026 · FY20250001140361-26-017294

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently has ten members, with each director serving for a one-year term. At the annual meeting, shareholders will vote on the ten nominees named below. Each of the director nominees was elected at the 2025 annual meeting of shareholders, except for Josh Weinstein, who was elected to the Board in November 2025. Mr. Weinstein initially was recommended to our Board by an executive recruiting firm retained by the Board to assist in identifying, evaluating and conducting due diligence on potential director candidates. Each director nominee was nominated for re-election to the Board upon the recommendation of the Nominating and Corporate Governance Committee and has consented to serve if elected; however, if any nominee is unable to serve or will not serve for any reason, the directors may decide to reduce the size of the Board or the persons designated on the accompanying form of proxy will vote for other candidates in accordance with their judgment. We are not aware of any reason the nominees would not be able to serve if elected. The Board of Directors held five meetings in 2025. 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 2025. 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 2025 annual meeting attended the meeting. There are no family relationships among our directors, or between our directors and executive officers.

  2. ELECTION OF DIRECTORS

    | The Board of Directors recommends a vote FOR the election of each of the director nominees. |

  3. INFORMATION REGARDING THE DIRECTOR NOMINEES

    INFORMATION REGARDING THE DIRECTOR NOMINEES

  4. 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, 2026, the date of the annual meeting.

  5. Biographical Information

    | | 2026 Proxy Statement | 11 |

  6. Biographical Information

    | Albert S. Baldocchi Age: 72 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. |

  7. Biographical Information

    | Scott Boatwright Age: 53 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 previously served 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 has 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. |

  8. Biographical Information

    | Matthew A. Carey Age: 61 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 serving as Executive Vice President of Customer Experience and as 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 prior positions as the chief technology officer of large retail companies. He currently serves on the Board of Directors for Genuine Parts Company and previously served as a member of the Boards 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. |

  9. Biographical Information

    | 12 | 2026 Proxy Statement | |

  10. Biographical Information

    | Patricia Fili-Krushel Age: 72 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 serves as a director of Reddit, Inc., and is a member of the Board of Trustees for PEN America. She 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. |

  11. Biographical Information

    | Laura Fuentes Age: 51 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 as the board chair 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 advisory 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. |

  12. Biographical Information

    | Mauricio Gutierrez Age: 55 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. |

  13. Biographical Information

    | | 2026 Proxy Statement | 13 |

  14. Biographical Information

    | Robin Hickenlooper Age: 47 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 previously served on the Boards of Directors of Sirius XM Holdings Inc. and 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. |

  15. Biographical Information

    | Scott Maw Age: 58 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. (until April 30, 2026) 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. |

  16. Biographical Information

    | Josh Weinstein Age: 52 Director Since: 2025 | Background: Mr. Weinstein is the Chief Executive Officer and a member of the Board of Directors of Carnival Corporation & plc, one of the world’s largest leisure travel companies. An over 20-year company veteran, he became CEO in August 2022 after leading Carnival’s operational response and restart following the COVID-19 suspension of guest operations. From June 2020 to July 2022, Mr. Weinstein served as Chief Operations Officer, overseeing global maritime operations, ports and destinations, sourcing, IT, auditing and Carnival UK. Previously, he served as President of Carnival UK from 2017 to 2020 and Treasurer of Carnival Corporation from 2007 to 2017, following five years as an attorney in the corporate legal department. Prior to joining Carnival, Mr. Weinstein practiced corporate law. He also serves on the Board of Trustees for the Perez Art Museum Miami. He is a graduate of the University of Pennsylvania and the New York University School of Law. Qualifications: Mr. Weinstein has significant experience in global operations, finance, marketing, legal, human capital management and developing business strategy. He provides our Board with executive leadership perspective on day-to-day operations and the management of global public companies. How I Chipotle: Burrito bowl with chicken, 1/2 brown rice, black beans, pinto beans, cheese, fajita veggies, fresh tomato salsa and tomatillo-red chili sauce. |

  17. Biographical Information

    | 14 | 2026 Proxy Statement | |

  18. Biographical Information

    | Mary Winston Age: 64 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 The Toronto-Dominion Bank and Northrop Grumman Corporation. She also serves on the Boards of Directors of Toronto Dominion Bank’s U.S. subsidiary, National Association of Corporate Directors (NACD), 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 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 consumer businesses, risk oversight, 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. |

  19. Biographical Information

    | | 2026 Proxy Statement | 15 |

  20. 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.

  21. 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 | Josh Weinstein | 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 | • | • | | • | | • | • | • | • | • |

  22. 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. 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 2025.

  23. 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 | |

  24. Director Compensation

    | * The lead independent director annual retainer is only applicable if the Chairman of the Board is not independent. |

  25. 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. Directors may elect to receive fully vested, unrestricted shares of our common stock in lieu of some or all of the cash compensation they are entitled to receive. |

  26. Director Compensation

    | (2) On the date of our annual meeting of shareholders each year, each non-employee director receives an award of fully vested, unrestricted shares of our common stock. The number of shares subject to the award is calculated as $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. |

  27. 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, 2025 except Laura Fuentes, who was elected to the Board in September 2023, and Josh Weinstein, who was elected to the Board in November 2025. Ms. Fuentes and Mr. Weinstein have until 2028 and 2030, respectively, to satisfy these requirements.

  28. Director Compensation

    | | 2026 Proxy Statement | 19 |

  29. Director Compensation

    The compensation we paid to each non-employee director who served on the Board in 2025 is set forth below.

  30. 2025 Director Compensation

    2025 Director Compensation

  31. 2025 Director Compensation

    | Director | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Albert Baldocchi | $120,000 | $215,032 | $335,032 | | Matthew Carey | $125,000 | $215,032 | $340,032 | | Gregg Engles(3) | $60,000 | $0 | $60,000 | | Patricia Fili-Krushel | $162,500 | $215,032 | $377,532 | | Laura Fuentes | $125,000 | $215,032 | $340,032 | | Mauricio Gutierrez | $125,000 | $215,032 | $340,031 | | Robin Hickenlooper | $155,000 | $215,032 | $370,032 | | Scott Maw | $340,000 | $215,032 | $555,032 | | Josh Weinstein(4) | $1,974 | $116,656 | $118,630 | | Mary Winston | $152,500 | $215,032 | $367,532 |

  32. 2025 Director Compensation

    | (1) Reflects cash compensation paid to each director in 2025 for service on the Board, a Committee of the Board and as Chairman. |

  33. 2025 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 11, 2025, a total 4,152 shares of common stock were granted to each non-employee director who was re-elected to the Board, which shares were valued at $51.79 per share, the closing price of Chipotle common stock on the grant date. The grant covered the one-year service period from the 2025 annual meeting to the 2026 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 2025, none of the directors chose to defer. On December 1, 2025, a total of 3,407 shares of common stock were granted to Josh Weinstein in connection with his election to the Board, which shares were valued at $34.24 per share, the closing price of Chipotle common stock on the grant date. |

  34. 2025 Director Compensation

    | (3) Mr. Engles did not stand for re-election at the June 2025 annual meeting so he received pro-rated compensation for his service prior to June 2025. |

  35. 2025 Director Compensation

    | (4) Mr. Weinstein’s compensation was prorated based on his election to the Board in November 2025. |

  36. 2025 Director Compensation

    | 20 | 2026 Proxy Statement | |

  37. 2025 Director Compensation

    Our Board of Directors has adopted 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.

  38. LETTER FROM THE COMPENSATION, PEOPLE AND CULTURE COMMITTEE OF OUR BOARD OF DIRECTORS

    During these calls, we discussed our executive compensation program, the leadership transitions in 2024, the composition of the Board and plans for continuing Board refreshment and progress towards our goal to reduce greenhouse gas emissions by 50% by 2030 against a 2019 baseline. The shareholders we engaged with were supportive of Chipotle’s ongoing executive compensation program and the strong performance-based focus of the program and they offered very little feedback on our core executive compensation program. In these conversations, we heard that the primary reason those shareholders voted against say-on-pay last year was due to certain aspects of the August 2024 one-time retention awards which were granted to our executive officers and other key executives immediately following the unexpected departure of our former CEO. These grants were awarded to ensure executive continuity during a period of leadership transition. Although the shareholders we spoke with agreed that executive continuity was very important, some shareholders expressed concern about some of the terms of the retention RSU awards. These conversations gave us an opportunity to expand upon the extraordinary circumstances that led to the one-time retention grants and the Board’s decision-making process, including the Board’s focus on quickly solidifying the executive leadership team after the departure of a CEO who had recruited several of the executive team to Chipotle. We also discussed the factors the Committee considered in structuring the retention awards, including historical annual equity award grant sizes, unvested equity held by the executives, succession planning considerations and market data on similar leadership transitions at other public companies. To this end, the Committee is aligned with our shareholders that one-time awards should be used infrequently and only in extraordinary circumstances in which such awards are necessary to achieve crucial business objectives. Based on the input received from our discussions with shareholders, the Committee will limit the use of one-time awards to extraordinary circumstances such as a CEO transition and disclose clear rationale for any such award. The Committee did not grant any one-time equity awards to our Executive Leadership team in 2025. We are grateful to our shareholders who met with us and offered their perspectives and we remain committed to seeking shareholder input and ensuring our compensation practices remain aligned with shareholder interests, governance best practices and the company’s long-term vision and strategic priorities. In the Compensation Discussion and Analysis section that follows, we provide further details about Chipotle’s compensation philosophy and decisions that this Committee believes clearly link executive pay delivery to company and individual performance, support continued growth and align the interests of our leaders with our employees, guests and shareholders. On behalf of the Board of Directors, thank you again for your feedback and we respectfully ask for your support at our 2026 Annual Meeting. Compensation, People and Culture Committee: Patricia Fili-Krushel, Chair Laura Fuentes Mauricio Gutierrez

  39. 2025 Performance Overview

    2025 Performance Overview 2025 was a year of progress and resilience for Chipotle as we leaned into our proven business model, made prudent investments in operational excellence and maintained a strong balance sheet. Against a dynamic consumer backdrop, we opened a record number of restaurants globally and increased our full year revenue. In 2025, we opened 334 company-owned restaurants, bringing our total company-owned restaurants to over 4,000 in December 2025, and opened 11 partner-operated restaurants. This momentum will fuel our next phase of growth, driven by our “Recipe for Growth” strategy, which uniquely differentiates our brand and our ability to accelerate transactions and expand our footprint globally. Looking forward, we believe we are well positioned to pursue our long-term growth opportunities. As a performance-driven company, our 2025 incentive compensation payouts are directly tied to our financial results: the company performance factor component of Chipotle’s 2025 annual incentive plan had a 40% payout, which reflects the challenging macroeconomic environment in 2025, while the performance share unit (“PSU”) awards with a 2023 – 2025 performance period paid out at 273%, which demonstrates the stronger results during the first two years of the performance period and our long-term success. Our incentive programs are described in more detail in this section.

  40. 2025 ADVISORY “SAY ON PAY” VOTE ON EXECUTIVE COMPENSATION AND SHAREHOLDER OUTREACH

    The Compensation, People and Culture Committee considers shareholder engagement on executive compensation a critical part of its responsibilities. 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 proposal, as well as feedback from our engagement with shareholders. As in prior years, in the fall of 2025 we proactively contacted holders of a significant portion of our outstanding shares, which in 2025 included 21 shareholders that collectively hold 46.5% of our shares, to engage on a variety of topics, including our 2025 say on pay vote. This year, shareholders representing 38% of our outstanding shares accepted our invitation to engage. The Chairman of our Board of Directors and/or the Chair or a member of our Compensation, People and Culture Committee (all of whom are independent directors) participated in all but one meeting, together with executive officers and other senior members of our Human Resources, Legal, Corporate Secretary, Sustainability and Investor Relations teams. The primary topic of discussion was that, at the 2025 annual meeting, 55% of the votes cast supported our 2025 say on pay proposal, which contrasted with the 94%+ support we received in each of the preceding three years. We also discussed our executive compensation program and the one-time retention awards granted in August 2024, Board composition and refreshment, talent management and succession planning, environmental and sustainability matters and corporate governance matters. When we contacted our shareholders to engage on these matters, certain of our largest shareholders declined to discuss their 2025 say on pay vote or the rationale for their votes based on recent SEC guidance that such discussions could result in the shareholder being considered an “active” rather than a “passive” investor for purposes of its filing status as an institutional shareholder. Other shareholders that chose to engage with us about their 2025 say on pay vote were supportive of Chipotle’s ongoing executive compensation program and the strong performance-based focus of the program and they offered little or no criticisms of our core executive compensation program. In those conversations, we heard that the primary reason those shareholders voted against say on pay last year was the August 2024 one-time retention awards. In all our conversations with shareholders we took the opportunity to expand upon the extraordinary circumstances that led to the one-time retention grants in August 2024 and the Board’s decision making process, including that the Board’s focus was on quickly ensuring the continuity of the executive leadership team after the unexpected departure of a CEO. We also discussed the factors the Committee considered in structuring the retention award, including historical annual equity award grant sizes, unvested equity held by the executives, succession planning considerations and market data on similar leadership transitions at other public companies. In evaluating our executive compensation program for 2026, the Compensation, People and Culture Committee and the full Board considered the 2025 say on pay results as well as common themes that emerged from our shareholder engagement meetings. In response, the Committee is aligned with our shareholders that one-time awards should be used infrequently and only in extraordinary circumstances in which such awards are necessary to achieve crucial business objectives. Based on the input received from our shareholders, the Committee will limit the use of one-time awards to extraordinary circumstances, such as a CEO transition, and disclose clear rationale for any such award. The Committee did not grant any one-time equity awards to our executive leadership team in 2025. The Compensation, People and Culture Committee takes 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.

  41. 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. |

  42. 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. |

  43. 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. |

  44. 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 executive’s experience, skills and value to Chipotle and external market data. | Purpose: Incentivize achievement of annual financial, operating and individual goals. Key features: Reflects the executive team’s performance against pre-established annual goals and metrics. Our 2025 AIP provided for payouts based on achievement against quantitative operating and financial performance goals approved by the Committee at the beginning of the year as well as evaluations of performance against individual goals and objectives. Payouts may be reduced based on food safety performance. | Purpose: Provides incentive compensation subject to future long-term performance outcomes and aligns the incentives of our executive officers with shareholder interests by rewarding the creation of shareholder value. Key features: Our LTI mix for 2025 was 60% PSUs with a three-year performance period, 20% seven-year term stock only stock appreciation rights (“SOSARs”) that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date, and 20% in either SOSARs or restricted stock units (“RSUs”), at the executive’s election, that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date. |

  45. MOST OF OUR EXECUTIVE COMPENSATION IS AT-RISK PAY, DEPENDENT ON PERFORMANCE

    | (1) The charts above reflect 2025 target total direct compensation, which consists of 2025 base salary, target annual incentive payout and the annual LTI grant made in 2025. Consistent with disclosure in the 2025 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). |

  46. ROLE OF MARKET DATA AND OUR PEER GROUP

    ROLE OF MARKET DATA AND OUR PEER GROUP

  47. Market Data and Impact on 2025 Pay Levels

    Market Data and Impact on 2025 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; however, the majority 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 2025 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.

  48. Market Data and Impact on 2025 Pay Levels

    | | 2026 Proxy Statement | 41 |

  49. 2025 Peer Group

    2025 Peer Group In identifying companies for potential inclusion in the peer group, the Compensation, People and Culture Committee used the following criteria:

  50. 2025 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, Broadline Retail, Hotel, Resorts & Cruise Line, Other Specialty Retail, and other technology enabled consumer services | | Size | • Restaurants: revenue that is 0.25x to 4.0x Chipotle’s revenue and 12-month average market cap • Other Consumer Discretionary: revenue that is 0.3x to 3.33x Chipotle’s revenue and 12-month average market cap between 0.3x to 3.33x Chipotle’s | | Other | • For Other Consumer Discretionary companies, a focus on technology-enabled consumer businesses and high growth companies |

  51. 2025 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. Chipotle’s revenues rank at the 35th percentile of this peer group, and our market capitalization ranks at the 48th percentile of this peer group (as of December 31, 2025), which confirmed for the Committee that this peer group is appropriate in generally reflecting comparable organizational size and related complexity.

  52. 2025 Peer Group

    | Company Name* | Revenues(1) | Market Cap(2) | | Airbnb, Inc. | $12,241 | $82,294 | | Booking Holdings Inc. | $26,917 | $172,623 | | Darden Restaurants, Inc. | $12,577 | $21,188 | | Domino’s Pizza, Inc. | $4,940 | $14,083 | | DoorDash, Inc. | $13,717 | $97,613 | | eBay Inc. | $11,100 | $39,369 | | Expedia Group, Inc. | $14,733 | $34,715 | | Hilton Worldwide Holdings Inc. | $12,039 | $66,767 | | lululemon athletica inc. | $11,073 | $24,377 | | Marriott International, Inc. | $26,321 | $83,253 | | McDonald’s Corporation | $26,885 | $217,656 | | Restaurant Brands International Inc. | $9,434 | $22,367 | | Starbucks Corporation | $37,702 | $95,755 | | Uber Technologies, Inc. | $52,017 | $169,780 | | Ulta Beauty, Inc. | $11,982 | $26,840 | | Yum! Brands, Inc. | $8,214 | $42,003 | | Chipotle Mexican Grill, Inc. | $11,926 | $48,268 | | Percentile Rank | 35% | 48% |

  53. 2025 Peer Group

    | * Data provided by S&P Capital IQ; $ in millions |

  54. 2025 Peer Group

    | (1) Reflects revenue for each peer company’s most recent fiscal year end as of March 5, 2026, 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, 2026, because these companies do not operate on a calendar fiscal year. |

  55. 2025 Peer Group

    | (2) As of December 31, 2025 |

  56. 2025 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 2025, the Committee reviewed the composition of the peer group and decided that no changes were warranted for purposes of determining 2026 compensation.

  57. 2025 Peer Group

    | 42 | 2026 Proxy Statement | |

  58. 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 2025 AIP had two performance factors: a company performance factor (“CPF”) weighted 75%, and an individual performance factor (“IPF”) weighted 25%. The maximum earnout for the IPF is capped based on the level of CPF achievement to help ensure that individual achievement under the IPF is tied to 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.

  59. Annual Incentive Plan (“AIP”)

    | | 2026 Proxy Statement | 43 |

  60. Annual Incentive Plan (“AIP”)

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

  61. Annual Incentive Plan (“AIP”)

    | Performance Metrics |

  62. Annual Incentive Plan (“AIP”)

    | Company Performance Factor (CPF) | | | | 40% Comparable Restaurant Sales | 40% Restaurant Cash Flow Margin | 20% Site Assessment Requests |

  63. 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.

  64. Target Bonus Opportunities

    Target Bonus Opportunities Each executive officer’s target opportunity under the AIP is expressed as a percentage of base salary. For 2025, the Compensation, People and Culture Committee decided to keep target opportunities for NEOs flat year-over-year, with the exception of Mr. Boatwright, whose AIP target was increased from 115% to 200% in connection with his promotion from Interim CEO to CEO.

  65. Target Bonus Opportunities

    | | AIP Targets (% of Base Salary) | | | NEO | 2025 | 2024 | | Scott Boatwright | 200% | 115% | | Adam Rymer | 90% | 90% | | Curt Garner | 115% | 115% | | Chris Brandt | 100% | 100% | | Roger Theodoredis | 90% | 90% | | Jack Hartung(1) | 115% | 115% |

  66. Target Bonus Opportunities

    | (1) Mr. Hartung’s AIP target was 115% for the first five months of 2025 until he transitioned to a non-executive officer role on June 1, 2025, at which point his AIP target was reduced to 25%. His AIP target opportunity was prorated based on his time in each role. |

  67. Company Performance Factor (“CPF”)

    | CPF Performance Goals | | | | | | | | Metric | Weighting | Threshold Performance | Target Performance | Maximum Performance | 2025 Actual Results | 2025 % Payout | | CRS | 40% | 2.0% | 5.0% | 10.0% | (1.7)% | 0% | | RCF Margin % | 40% | 26.25% | 27.0% | 28.5% | 25.62% | 0% | | SARs | 20% | 438 | 460 | 490 | 490 | 200% | | | | | | | Total CPF | 40% |

  68. 2025 Bonus Payouts

    2025 Bonus Payouts The 2025 AIP payout for each NEO is set forth below.

  69. 2025 Bonus Payouts

    | | Target 2025 AIP Payout | | Actual 2025 AIP Payout(1) | | | | | Name | % of Base Salary | Dollar Value | CPF | IPF | Dollar Value | % of Target | | Scott Boatwright | 200% | $2,200,000 | 40.0% | 90% | $1,155,000 | 53% | | Adam Rymer | 90% | $585,000 | 40.0% | 80% | $292,500 | 50% | | Curt Garner | 115% | $971,750 | 40.0% | 100% | $534,463 | 55% | | Chris Brandt | 100% | $785,000 | 40.0% | 70% | $372,875 | 48% | | Roger Theodoredis | 90% | $598,500 | 40.0% | 70% | $284,288 | 48% | | Jack Hartung(2) | 62% | $452,736 | 40.0% | 100% | $249,005 | 55% |

  70. 2025 Bonus Payouts

    | (1) The food safety metric is only a negative modifier and can decrease payouts by as much as -20%. Based on Chipotle’s strong food safety performance in 2025, the Committee did not apply the negative modifier to reduce any payouts. |

  71. 2025 Bonus Payouts

    | (2) Mr. Hartung’s 2025 AIP payout was prorated based on his time in his executive officer and non-executive officer roles. |

  72. Fiscal 2025 Annual LTI Awards

    Fiscal 2025 Annual LTI Awards Each year, the Compensation, People and Culture 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 2025, 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. For 2025, the Compensation, People and Culture Committee increased the target grant date value for select NEOs to be competitive with current market levels, which increased from 2024, and increased the target date grant value for Messrs. Boatwright and Rymer in connection with their promotions to CEO and CFO. The table below reflects the 2025 target annual grant value for each NEO, split 60% in PSUs and 40% in SOSARs for Messrs. Boatwright, Rymer and Garner, and 60% PSUs, 20% SOSARs and 20% RSUs for Messrs. Brandt, Theodoredis and Hartung. Further details of these annual grants are provided below and are disclosed in the “Grants of Plan-Based Awards in 2025” table.

  73. Fiscal 2025 Annual LTI Awards

    | | 2025 Annual LTI Grant - Total Grant Date Value | | | NEO | 2025 | 2024 | | Scott Boatwright(1) | $13,000,000 | $5,000,000 | | Adam Rymer(1) | $3,000,000 | $700,000 | | Curt Garner | $6,250,000 | $6,250,000 | | Chris Brandt | $5,000,000 | $4,750,000 | | Roger Theodoredis | $4,000,000 | $3,750,000 | | Jack Hartung(2) | $6,500,000 | $6,500,000 |

  74. Fiscal 2025 Annual LTI Awards

    | (1) The increased annual LTI grant in 2025 for Messrs. Boatwright and Rymer reflect their respective promotions to CEO and CFO in late 2024. |

  75. Fiscal 2025 Annual LTI Awards

    | (2) Mr. Hartung received his 2025 Annual LTI Grant for his service as President and Chief Strategy Officer prior to his transition to a non-executive officer role on June 1, 2025. |

  76. 2025 PSU Awards

    2025 PSU Awards For the 2025 PSU awards, the Compensation, People and Culture Committee maintained the two metrics used in the 2024 PSU awards: (i) 3-year cumulative base RCF Dollars, weighted 90%, and (ii) total number of new restaurant openings (“NROs”), weighted 10%, both measured over the 3-year performance period of January 1, 2025 – December 31, 2027. The Committee continues to believe that RCF Dollars is the best measure for the 2025 PSU awards because it incentivizes the most important drivers of our business: top line growth at our existing restaurant base and

  77. 2025 PSU Awards

    | | 2026 Proxy Statement | 47 |

  78. 2025 PSU Awards

    restaurant level profitability; however, cash flow dollars from restaurants open after December 31, 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. 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:

  79. 2025 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 | | $9,925 | 0% | 1,075 | 0% | 0% | | $10,115 | 45% | 1,095 | 5% | 50% | | $10,305 - $10,500 | 90% (Target) | 1,115 – 1,135 | 10% (Target) | 100% | | $10,630 | 135% | 1,143 | 15% | 150% | | $10,760 | 180% | 1,150 | 20% | 200% | | $10,980 | 225% | 1,158 | 25% | 250% | | $11,200 | 270% | 1,165 | 30% | 300% |

  80. 2025 PSU Awards

    | (1) Cumulative base RCF Dollars is measured as the company’s total revenue for all restaurants open as of December 31, 2024 multiplied by the RCF Margin %, which is total revenue minus restaurant operating costs (less depreciation and amortization, crew tipping expenses and tariff expenses), expressed as a percentage of the Company’s total revenue. |

  81. 2025 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 $9.925 billion (90% weight) and/or if more than 1,075 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 2025 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.

  82. 2025 RSUs

    2025 RSUs Messrs. Brandt, Theodoredis and Hartung elected to receive an annual RSU grant on February 7, 2025 in lieu of SOSARs. This RSU vests in two equal installments on the second and third anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date.

  83. 2025 RSUs

    | 48 | 2026 Proxy Statement | |

  84. EARNOUT OF 2023-25 PSU AWARDS

    EARNOUT OF 2023-25 PSU AWARDS In 2023, we granted PSUs to our executive officers that vested based on the company’s performance against two metrics: three-year cumulative base RCF Dollars and total NROs, both measured from January 1, 2023 – December 31, 2025. 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:

  85. EARNOUT OF 2023-25 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 | | $7,100 | 0% | 730 | 0% | 0% | | $7,250 | 45% | 765 | 5% | 50% | | $7,400 - $7,500 | 90% (Target) | 800 - 830 | 10% (Target) | 100% | | $7,600 | 135% | 885 | 15% | 150% | | $7,700 | 180% | 880 | 20% | 200% | | $7,800 | 225% | 905 | 25% | 250% | | $7,900 | 270% | 930 | 30% | 300% |

  86. EARNOUT OF 2023-25 PSU AWARDS

    | (1) Cumulative base RCF Dollars is measured as the company’s total revenue for all restaurants open as of December 31, 2022 multiplied by the RCF Margin %, which is total revenue minus restaurant operating costs (exclusive of depreciation and amortization and crew tipping expenses), expressed as a percentage of the Company’s total revenue. |

  87. EARNOUT OF 2023-25 PSU AWARDS

    The 3-Yr Cumulative Base RCF Dollars for the performance period was $7.843 billion and the total NROs for the performance period was 923 and, as a result, in February 2026, the Compensation, People and Culture Committee certified payout for the 2023-2025 PSUs at 273% of target.

  88. 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 and our Chief Legal and Human Resources Officer to make grants of LTI awards, within specified parameters, to non-executive officer employees.

  89. Equity Grant Practices

    | 50 | 2026 Proxy Statement | |

  90. Executive Compensation Agreements and Arrangements

    Executive Compensation Agreements and Arrangements Executive Officer Severance Plan 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 1.5, 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 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. Termination and Transition Agreements In January 2026, each of Messrs. Brandt and Theodoredis relinquished his executive officer position and, to facilitate an orderly succession, agreed to remain with the company in an advisory capacity through June 2026. As a result, each executive will experience a Qualifying Termination and be eligible to receive benefits under the Severance Plan at the end of the transitional advisory services period, subject to the executive’s execution and nonrevocation of a general release of claims. Pursuant to the Severance Plan, each will receive (i) cash severance equal to 1.5 times the sum of their base salary plus target cash bonus under the 2026 AIP, which will be paid in equal installments over 18 months, plus (ii) the cash equivalent of the employer portion of the cost of the company group health plans in which the executive was then participating for 18 months. Neither executive will receive a payout under the 2026 AIP under the Severance Plan or otherwise. In addition, each will vest in a pro-rata portion of his unvested equity awards as of the Qualifying Termination Date, with the PSUs vesting based on the company’s actual performance, and his vested SOSARs will be exercisable for 12 months after his employment with the company ceases, or if earlier, until the expiration date of the SOSAR. In May 2025, Chipotle signed a transition letter agreement with Jack Hartung, who was then serving as President and Chief Strategy Officer and who previously served as our former Chief Financial and Administrative Officer. Pursuant to the agreement, Mr. Hartung relinquished his executive officer positions in June 2025 and, to facilitate an orderly transition and support our new CFO and CEO, agreed to remain with the company as a Senior Advisor until his retirement on March 6, 2026. He is eligible for retirement treatment pursuant to the terms of his outstanding equity awards, which means he will continue to vest in full (based on the company’s actual performance, in the case of his PSUs), and his SOSARs will continue to be exercisable in accordance with the terms of each award. Mr. Hartung was not eligible to receive benefits under the Severance Plan.

  91. Compensation Program Risk Assessment

    | • | We have a well-articulated total compensation strategy and a well-balanced pay mix (fixed and variable pay elements), with layering of payout timing, annual award and overlapping vesting of equity incentives and various incentive vehicles. |

  92. Compensation Program Risk Assessment

    | • | We use a good variety of performance metrics along with multiple measures to avoid the achievement of a performance metric at the expense of the business more generally. |

  93. Compensation Program Risk Assessment

    | • | The performance targets for our AIP and PSUs are aligned with short-term and longer-term business strategy. |

  94. Compensation Program Risk Assessment

    | • | Our incentive plans have clear targets and performance intervals, with the short-term AIP including performance curve with “kinks” above and below target; performance thresholds which are set to minimum acceptable standards that are achievable without excessive or inappropriate risk taking. |

  95. Compensation Program Risk Assessment

    | • | We have overlapping vesting periods for long-term incentives – along with meaningful share ownership requirements – which help ensure that executives remain exposed to the risks of their decision making and risk taking through their unvested equity and the shares that they are required to own. |

  96. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  97. 2025 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 | 2025 | $1,095,385 | $7,800,002 | $5,200,007 | $1,155,000 | $205,342 | $15,455,736 | | | 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 | | Adam Rymer* Chief Financial Officer | 2025 | $650,000 | $1,800,053 | $1,200,007 | $292,500 | $49,897 | $3,992,458 | | | 2024 | $428,684 | $4,100,955 | $350,351 | $452,996 | $34,282 | $5,367,269 | | Curt Garner President, Chief Strategy and Technology Officer | 2025 | $841,154 | $3,750,040 | $2,500,005 | $534,463 | $114,731 | $7,740,392 | | | 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 | | Chris Brandt Former President, Chief Brand Officer | 2025 | $781,154 | $4,000,080 | $1,000,009 | $372,875 | $98,945 | $6,253,063 | | | 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 | $6,624,778 | | Roger Theodoredis* Former General Counsel, Chief Legal Officer | 2025 | $661,923 | $3,200,019 | $800,011 | $284,288 | $28,870 | $4,975,111 | | | 2024 | $641,923 | $7,371,910 | $1,500,179 | $1,049,254 | $90,100 | $10,653,367 | | Jack Hartung Former President and Chief Strategy Officer; Former Chief Financial and Administrative Officer | 2025 | $518,461 | $5,200,059 | $1,300,015 | $249,005 | $117,769 | $7,385,310 | | | 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 |

  98. 2025 SUMMARY COMPENSATION TABLE

    | * Messrs. Rymer and Theodoredis first became NEOs in 2024. |

  99. 2025 SUMMARY COMPENSATION TABLE

    | (1) Amounts under “Stock Awards” represent the grant date fair value under FASB Topic 718 of (i) the 2025 annual grant of performance share units (“PSUs”), based on the probable achievement as of the date of grant, and (ii) the 2025 annual grant of restricted stock units (“RSU”). See Note 8 to our audited consolidated financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 4, 2026 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 2025 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 2025 through 2027 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 2025 PSU awards for our NEOs, assuming maximum performance, is approximately $23.4 million for Mr. Boatwright, $5.4 million for Mr. Rymer, $11.3 million for Mr. Garner, $9.0 million for Mr. Brandt, $7.2 million for Mr. Theodoredis and $11.7 million for Mr. Hartung. For further details, see “Compensation Discussion and Analysis – 2025 Compensation Program.” For 2025, the annual grant to executive officers was in the form of 60% PSUs, 20% stock-only stock appreciation rights (“SOSARs”), and 20% individual choice between RSUs or SOSARs with an equivalent grant value. Messrs. Boatwright, Garner and Rymer elected to receive 40% of their 2025 grant in the form of SOSARs rather than in RSUs and Messrs. Brandt, Hartung and Theodoredis received 20% of their 2025 grant in the form of SOSARs and elected to receive 20% of their 2025 grant in the form of RSUs. |

  100. 2025 SUMMARY COMPENSATION TABLE

    | (2) Amounts under “Option Awards” represent the grant date fair value under FASB Topic 718 of SOSARs awarded in 2025. See Note 8 to our audited consolidated financial statements for the year ended December 31, 2025, 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. |

  101. 2025 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).” |

  102. 2025 SUMMARY COMPENSATION TABLE

    | (4) Amounts shown in the “All Other Compensation” column for 2025 consist of the following: |

  103. 2025 SUMMARY COMPENSATION TABLE

    | Name | Company Contributions to Retirement Plans(a) | Personal Aircraft Use(b) | Tax Payments(c) | Other(d) | Total | | Scott Boatwright | $77,738 | $95,697 | $3,034 | $28,873 | $205,342 | | Adam Rymer | $28,387 | $0 | $4,116 | $17,394 | $49,897 | | Curt Garner | $95,153 | $0 | $4,365 | $15,212 | $114,731 | | Chris Brandt | $82,584 | $0 | $2,391 | $13,969 | $98,945 | | Roger Theodoredis | $14,000 | $0 | $3,320 | $11,550 | $28,870 | | Jack Hartung | $111,766 | $0 | $832 | $5,171 | $117,769 |

  104. 2025 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 2025” for more details on this plan. |

  105. 2025 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. |

  106. 2025 SUMMARY COMPENSATION TABLE

    | (c) Includes the company’s reimbursement of taxes payable by the executive in connection with (i) for all executives, 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, and (ii) for all executives except Mr. Hartung, concierge health services for the executive’s significant other. 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. |

  107. 2025 SUMMARY COMPENSATION TABLE

    | (d) Includes costs of personal security for Mr. Boatwright ($17,108), life insurance premiums and a gym allowance for all executives, and financial and tax counseling services for Messrs. Rymer and Brandt. |

  108. 2025 SUMMARY COMPENSATION TABLE

    | 54 | 2026 Proxy Statement | |

  109. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025

  110. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | | | 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 | $2,200,000 | $4,400,000 | | | | | | | | | | PSU(4) | 2/7/25 | 2/3/25 | | | | 0 | 136,197 | 408,591 | | | | $7,800,002 | | | SOSAR(5) | 2/7/25 | 2/3/25 | | | | | | | | 286,029 | $57.27 | $5,200,007 | | Adam Rymer | AIP | ― | ― | $0 | $585,000 | $1,170,000 | | | | | | | | | | PSU(4) | 2/7/25 | 2/3/25 | | | | 0 | 31,431 | 94,293 | | | | $1,800,053 | | | SOSAR(5) | 2/7/25 | 2/3/25 | | | | | | | | 66,007 | $57.27 | $1,200,007 | | Curt Garner | AIP | ― | ― | $0 | $971,750 | $1,943,500 | | | | | | | | | | PSU(4) | 2/7/25 | 2/3/25 | | | | 0 | 65,480 | 196,440 | | | | $3,750,040 | | | SOSAR(5) | 2/7/25 | 2/3/25 | | | | | | | | 137,514 | $57.27 | $2,500,005 | | Chris Brandt | AIP | ― | ― | $0 | $785,000 | $1,570,000 | | | | | | | | | | PSU(4) | 2/7/25 | 2/3/25 | | | | 0 | 52,384 | 157,152 | | | | $3,000,032 | | | SOSAR(5) | 2/7/25 | 2/3/25 | | | | | | | | 55,006 | $57.27 | $1,000,009 | | | RSU(5) | 2/7/25 | 2/3/25 | | | | | | | 17,462 | | | $1,000,049 | | Roger Theodoredis | AIP | ― | ― | $0 | $598,500 | $1,197,000 | | | | | | | | | | PSU(4) | 2/7/25 | 2/3/25 | | | | 0 | 41,907 | 125,721 | | | | $2,400,014 | | | SOSAR(5) | 2/7/25 | 2/3/25 | | | | | | | | 44,005 | $57.27 | $800,011 | | | RSU(5) | 2/7/25 | 2/3/25 | | | | | | | 13,969 | | | $800,005 | | Jack Hartung | AIP | ― | ― | $0 | $452,736 | $905,471 | | | | | | | | | | PSU(4) | 2/7/25 | 2/3/25 | | | | 0 | 68,099 | 204,297 | | | | $3,900,030 | | | SOSAR(5) | 2/7/25 | 2/3/25 | | | | | | | | 71,508 | $57.27 | $1,300,015 | | | RSU(5) | 2/7/25 | 2/3/25 | | | | | | | 22,700 | | | $1,300,029 |

  111. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (1) Amounts reflect potential payouts under the 2025 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 2025 AIP are reflected in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. See “Compensation Discussion and Analysis – 2025 Compensation Program – Annual Incentive Plan” for further information regarding the 2025 AIP. |

  112. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (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 2025 Annual PSU Awards,” “Terms of 2025 Annual SOSAR Awards” and “Terms of 2025 Annual RSU Awards” below for a description of the vesting terms for the PSUs, SOSARs and RSUs granted during 2025. |

  113. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (3) See Note 8 to our audited consolidated financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 4, 2026, for descriptions of the methodologies and assumptions we used to value equity awards pursuant to FASB Topic 718. |

  114. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (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 2025 through 2027 performance period equal or exceed the predetermined threshold performance level. |

  115. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (5) These SOSARs and RSUs vest 50% on the second anniversary and 50% on the third anniversary of the date of grant. |

  116. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

  117. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Scott Boatwright | 2/4/2021 | 165,200 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 163,650 | — | $31.56 | 2/10/2029 | — | — | — | — | | | 2/9/2023 | 43,500 | 43,500 | $32.14 | 2/9/2030 | 14,000 | $518,000 | 229,457 | $8,489,909 | | | 2/9/2024 | — | 118,500 | $52.77 | 2/9/2031 | 2,250 | $83,250 | 56,900 | $2,105,300 | | | 8/22/2024 | — | — | — | — | 59,869(4) | $2,215,153 | — | — | | | 2/7/2025 | — | 286,029 | $57.27 | 2/7/2032 | — | — | 136,197 | $5,039,289 | | Adam Rymer | 2/4/2021 | 25,450 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 29,850 | — | $31.56 | 2/10/2029 | — | — | — | — | | | 2/9/2023 | 14,500 | 14,500 | $32.14 | 2/9/2030 | — | — | 25,526 | $944,462 | | | 2/9/2024 | — | 20,750 | $52.77 | 2/9/2031 | — | — | 6,650 | $246,050 | | | 8/22/2024 | — | — | — | — | 37,418(5) | $1,384,466 | — | — | | | 10/1/2024 | — | — | — | — | 13,119 | $485,403 | — | — | | | 2/7/2025 | — | 66,007 | $57.27 | 2/7/2032 | — | — | 31,431 | $1,162,947 | | Curt Garner | 2/8/2019 | 86,100 | — | $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 | 176,900 | — | $31.56 | 2/10/2029 | — | — | — | — | | | 2/9/2023 | 96,650 | 96,650 | $32.14 | 2/9/2030 | — | — | 254,846 | $9,429,302 | | | 2/9/2024 | — | 148,100 | $52.77 | 2/9/2031 | 2,450 | $90,650 | 71,100 | $2,630,700 | | | 8/22/2024 | — | — | — | — | 52,386(4) | $1,938,282 | — | — | | | 2/7/2025 | — | 137,514 | $57.27 | 2/7/2032 | — | — | 65,480 | $2,422,760 | | Chris Brandt | 2/4/2021 | 152,450 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 163,650 | — | $31.56 | 2/10/2029 | — | — | — | — | | | 2/9/2023 | 43,500 | 43,500 | $32.14 | 2/9/2030 | 14,000 | $518,000 | 229,457 | $8,489,909 | | | 2/9/2024 | — | 56,300 | $52.77 | 2/9/2031 | 18,050 | $667,850 | 54,050 | $1,999,850 | | | 2/9/2024 | — | — | — | — | 2,050 | $75,850 | — | — | | | 8/22/2024 | — | — | — | — | 52,386(4) | $1,938,282 | — | — | | | 2/7/2025 | — | 55,006 | $57.27 | 2/7/2032 | 17,462 | $646,094 | 52,384 | $1,938,208 | | Roger Theodoredis | 2/9/2023 | — | 67,650 | $32.14 | 2/9/2030 | — | — | 178,406 | $6,601,022 | | | 2/9/2024 | — | 88,850 | $52.77 | 2/9/2031 | 2,300 | $85,100 | 42,650 | $1,578,050 | | | 8/22/2024 | — | — | — | — | 37,418(4) | $1,384,466 | — | — | | | 2/7/2025 | — | 44,005 | $57.27 | 2/7/2032 | 13,969 | $516,853 | 41,907 | $1,550,559 | | Jack Hartung | 2/6/2020 | 267,200 | — | $17.14 | 2/6/2027 | — | — | — | — | | | 2/4/2021 | 177,900 | — | $29.59 | 2/4/2028 | — | — | — | — | | | 2/10/2022 | 176,900 | — | $31.56 | 2/10/2029 | — | — | — | — | | | 2/9/2023 | 106,300 | 106,300 | $32.14 | 2/9/2030 | — | — | 280,371 | $10,373,727 | | | 2/9/2024 | — | 154,000 | $52.77 | 2/9/2031 | 3,400 | $125,800 | 73,950 | $2,736,150 | | | 8/22/2024 | — | — | — | — | 59,869(4) | $2,215,153 | — | — | | | 2/7/2025 | — | 71,508 | $57.27 | 2/7/2032 | 22,700 | $839,900 | 68,099 | $2,519,663 |

  118. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (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. Since Messrs. Brandt and Theodoredis will incur a Qualifying Termination under the Severance Plan at the end of their transitional advisory services period, their outstanding SOSARs and RSUs will vest pro-rata as of their Qualifying Termination date, and, as a result of his retirement, Mr. Hartung’s RSUs and SOSARs will continue to vest in full, as further described in “Compensation Discussion & Analysis —Executive Compensation Agreements and Arrangements—Termination and Transition Agreements.” |

  119. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (2) Calculated based on the closing stock price of Chipotle common stock on December 31, 2025 of $37.00 per share. |

  120. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | | 2026 Proxy Statement | 57 |

  121. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (3) Unless otherwise indicated, PSUs vest if and to the extent that the performance targets are met at the end of the three-year performance period, subject to continued employment. Since Messrs. Brandt and Theodoredis will incur a Qualifying Termination under the Severance Plan at the end of their transitional advisory services period, their PSUs will be eligible to vest pro-rata based on actual performance, and, as a result of his retirement, Mr. Hartung’s PSUs will be eligible to vest in full based on actual performance, as further described in “Compensation Discussion & Analysis —Executive Compensation Agreements and Arrangements—Termination and Transition Agreements.” For the 2023 PSUs, which vested on February 15, 2026, the number of shares in the table reflect shares earned based on actual achievement of the performance objectives, which resulted in a 273% of target payout. For the 2024 PSUs, which are scheduled to vest on February 15, 2027, and the 2025 PSUs, which are scheduled to vest on February 15, 2028, the number of shares in the table reflect payout at the target achievement level. Actual achievement of the performance objectives for the 2024 PSUs and 2025 PSUs may vary from the achievement reflected in the table based on company performance over the remainder of the performance period. |

  122. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (4) These RSUs vested 60% on the first anniversary of the grant date and the remaining 40% will vest on the second anniversary of the grant date, subject to the executive’s continued employment through the final vesting date. Since Messrs. Brandt and Theodoredis will incur a Qualifying Termination under the Severance Plan at the end of their transitional advisory services period, their RSUs will vest pro-rata as of their Qualifying Termination Date, as further described in “Compensation Discussion & Analysis —Executive Compensation Agreements and Arrangements—Termination and Transition Agreements.” Since Mr. Hartung delayed his retirement until March 2026, his RSU will continue to vest in full through the final vesting date. |

  123. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025

    | (5) 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. |

  124. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

  125. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | | 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 | 215,767 | $10,167,702 | | Adam Rymer | 0 | $0 | 24,386 | $1,132,792 | | Curt Garner | 301,450 | $9,104,989 | 128,771 | $6,289,501 | | Chris Brandt | 0 | $0 | 139,059 | $6,876,162 | | Roger Theodoredis | 128,450 | $2,291,775 | 90,646 | $4,414,984 | | Jack Hartung | 189,100 | $4,234,834 | 139,997 | $6,771,209 |

  126. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

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

  127. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (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. |

  128. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

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

  129. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    NONQUALIFIED DEFERRED COMPENSATION FOR 2025 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.

  130. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | 58 | 2026 Proxy Statement | |

  131. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    The table below presents contributions by each named executive officer to the Supplemental Deferred Investment Plan during 2025, our matching contributions, each executive’s earnings under and distributions from the Plan and the ending balances in the Plan on December 31, 2025.

  132. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | 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 | $438,153 | $63,738 | $188,494 | $14,621 | $1,551,370 | | Adam Rymer | $253,099 | $14,387 | $104,043 | $0 | $769,232 | | Curt Garner | $953,665 | $81,153 | $766,434 | $0 | $5,845,627 | | Chris Brandt | $593,980 | $68,584 | $409,389 | $0 | $2,870,227 | | Roger Theodoredis | — | — | — | — | — | | Jack Hartung | $525,533 | $97,766 | $653,814 | $0 | $13,284,968 |

  133. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | (1) These amounts are reported in the 2025 Summary Compensation Table in each executive’s “Salary” for 2025. |

  134. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | (2) These amounts are reported in the 2025 Summary Compensation Table in each executive’s “All Other Compensation” for 2025. |

  135. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | (3) These amounts are not reported as compensation in the 2025 Summary Compensation Table because none of the earnings are “above market” as defined in SEC rules. |

  136. NONQUALIFIED DEFERRED COMPENSATION FOR 2025

    | (4) These amounts include amounts previously reported in the Summary Compensation Table for years prior to 2025 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 ($1,059,438); Mr. Rymer ($133,237); Mr. Garner ($2,630,855); Mr. Brandt ($1,470,303); and Mr. Hartung ($8,824,220). |

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

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

    | Officer | Termination Without Cause or by Executive for Good Reason | Change in Control (Double Trigger)(1) | Retirement(2) | Death or Disability | | Scott Boatwright | | | | | | Salary | $2,200,000 | $2,200,000 | $0 | $0 | | Bonus | $5,555,000 | $5,555,000 | $0 | $0 | | Equity Grants | $11,098,575 | $18,662,389 | $0 | $12,245,035 | | Benefits | $27,375 | $27,375 | $0 | $0 | | Adam Rymer | | | | | | Salary | $975,000 | $1,300,000 | $0 | $0 | | Bonus | $1,170,000 | $1,462,500 | $0 | $0 | | Equity Grants | $2,106,185 | $4,293,824 | $0 | $3,021,505 | | Benefits | $20,531 | $27,375 | $0 | $0 | | Curt Garner | | | | | | Salary | $1,267,500 | $1,690,000 | $0 | $0 | | Bonus | $1,992,088 | $2,477,963 | $0 | $0 | | Equity Grants | $11,572,444 | $16,981,587 | $0 | $12,488,196 | | Benefits | $20,531 | $27,375 | $0 | $0 | | Chris Brandt(3) | | | | | | Salary | $1,177,500 | $1,570,000 | $0 | $0 | | Bonus | $1,550,375 | $1,942,875 | $0 | $0 | | Equity Grants | $11,569,992 | $16,485,531 | $0 | $12,981,927 | | Benefits | $20,531 | $27,375 | $0 | $0 | | Roger Theodoredis(3) | | | | | | Salary | $997,500 | $1,330,000 | $0 | $0 | | Bonus | $1,182,038 | $1,481,288 | $0 | $0 | | Equity Grants | $8,303,140 | $12,044,951 | $7,810,079 | $9,261,071 | | Benefits | $20,531 | $27,375 | $0 | $0 | | Jack Hartung(4) | | | | | | Salary | $0 | $0 | $0 | $0 | | Bonus | $0 | $0 | $0 | $0 | | Equity Grants | $0 | $19,327,202 | $14,545,766 | $14,653,880 | | Benefits | $0 | $0 | $0 | $0 |

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

    | (1) 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. |

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

    | (2) Retirement is defined as the executive having achieved a combined age and years of service equal to at least 70. Messrs. Theodoredis and Hartung are the only NEOs eligible for retirement treatment as of December 31, 2025. Mr. Theodoredis will incur a “Qualifying Termination” under the Severance Plan in June 2026 and will not receive retirement treatment for purposes of his outstanding equity awards. |

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

    | | 2026 Proxy Statement | 61 |

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

    | (3) On January 12, 2026, each of Messrs. Brandt and Theodoredis relinquished his executive officer position and will remain in an advisory role through June 2026. Their departures from the company in June 2026 will be a “Qualifying Termination” under the Severance Plan, and each will be eligible to receive benefits as set forth in the Plan (other than any pro-rated annual bonus for 2026) and vest in a pro-rata portion of his unvested equity awards (based on the company’s actual performance, in the case of their PSUs) as further described in “Compensation Discussion & Analysis —Executive Compensation Agreements and Arrangements—Termination and Transition Agreements.” The cash benefits payable to each are: |

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

    | | Salary & Bonus | Benefits | | Chris Brandt | $2,355,000 | $22,090 | | Roger Theodoredis | $1,895,290 | $22,355 |

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

    | (4) In June 2025, Mr. Hartung relinquished his role as an executive officer and remained with the company as a Senior Advisor until his retirement on March 6, 2026, as further described in “Compensation Discussion & Analysis —Executive Compensation Agreements and Arrangements—Termination and Transition Agreements”. In connection with his retirement, Mr. Hartung is entitled to continue to vest in full in his outstanding equity awards (based on the company’s actual performance, in the case of his PSUs). |

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

    | 62 | 2026 Proxy Statement | |

  147. 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 over 130,000 people around the world, and approximately 125,000 are hourly restaurant crew employees working in our over 4,000 restaurants. We calculated the pay ratio of Scott Boatwright, our CEO, 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 2025 compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025, and we annualized the compensation of all full- and part-time employees who joined Chipotle mid-year during 2025. 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 2,539 employees in Canada, 447 employees in the United Kingdom,146 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 2025 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 2025 of $17,446, which is the compensation for an hourly part-time employee who works roughly 24 hours per week at one of our restaurants in Texas 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 2025 of $17,446, and the annual total compensation of $15.46 million for Scott Boatwright, our CEO, as reported in the 2025 Summary Compensation Table, the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation is 886 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.

  148. CEO PAY RATIO

    | | 2026 Proxy Statement | 63 |

  149. 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 2021 through 2025:

  150. CEO PAY RATIO

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for CEO Brian R Niccol (a) | Compensation Actually Paid to CEO Brian R Niccol (b) | Summary Compensation Table Total for CEO Scott Boatwright (a) | Compensation Actually Pai d to CEO Scott Boatwright (b) | Average Summary Compensation Table Total for Non-CEO NEOs (c) | Average Compensation Actually Paid to Non-CEO NEOs (d) | CMG Total Shareholder Return (e) | Peer Group Total Shareholder Return (f) | Net Income ($ millions) (g) | Company Selected Measure (CSM) - RCF Dollars ($ millions) (h) | | 2025 | $0 | $0 | $15,455,736 | ($16,022,852) | $6,069,267 | ($14,522,651) | $133 | $124 | $1,536 | $3,026 | | 2024 | $22,139,926 | ($55,032,138) | $19,137,518 | $33,415,960 | $12,732,330 | $24,542,185 | $217 | $126 | $1,534 | $3,018 | | 2023 | $22,473,427 | $95,261,876 | $0 | $0 | $7,195,337 | $28,967,744 | $165 | $123 | $1,229 | $2,586 | | 2022 | $17,186,153 | ($16,848,694) | $0 | $0 | $6,500,834 | ($6,223,351) | $100 | $109 | $899 | $2,062 | | 2021 | $17,880,580 | $66,215,877 | $0 | $0 | $5,402,915 | $22,935,919 | $126 | $121 | $653 | $1,707 |

  151. 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.

  152. 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 |

  153. 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 | | 2025 | $15,455,736 | ($13,000,009) | $1,707,440 | ($17,065,712) | ($3,120,307) | $0 | ($16,022,852) | | 2024 | $19,137,518 | $16,622,004 | $21,604,316 | $7,279,143 | $2,016,987 | $0 | $33,415,960 |

  154. CEO PAY RATIO

    Column (c). The following non-CEO NEOs are included in the average amounts for each year shown: 2025: Jack Hartung, Curt Garner, Christopher Brandt, Adam Rymer, Roger Theodoredis 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 2021: Jack Hartung, Curt Garner, Christopher Brandt and Scott Boatwright

  155. CEO PAY RATIO

    | 64 | 2026 Proxy Statement | |

  156. 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.

  157. 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 | | 2025 | $6,069,267 | ($4,950,060) | $901,210 | ($14,970,067) | ($1,573,000) | $0 | ($14,522,651) | | 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 |

  158. 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, 2020. 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, 2020 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, 2025, 2024, 2023, 2022 and 2021. 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.