Chipotle 2012 Annual Report Download - page 115

GRANTS OF PLAN-BASED AWARDS IN 2012
Name
Grant
Date
Award
Description
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards (1)
All Other
Option
Awards:
Number of
Securities
Underlying
Options (2)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards (3)
Threshold
($) Target ($)
Maximum
($)
Steve Ells ................. 2/6/12 SOSARs 75,000 $371.63 $7,871,250
2/6/12
Performance
SOSARs 75,000 $371.63 $7,871,250
2/6/12 AIP $0 $1,400,000 $2,856,000
Monty Moran .............. 2/6/12 SOSARs 75,000 $371.63 $7,871,250
2/6/12
Performance
SOSARs 75,000 $371.63 $7,871,250
2/6/12 AIP $0 $1,200,000 $2,448,000
Jack Hartung .............. 2/6/12 SOSARs 25,000 $371.63 $2,623,750
2/6/12
Performance
SOSARs 25,000 $371.63 $2,623,750
2/6/12 AIP $0 $ 454,896 $ 927,988
Bob Blessing .............. 2/6/12 SOSARs 8,000 $371.63 $ 839,600
2/6/12
Performance
SOSARs 8,000 $371.63 $ 839,600
2/6/12 AIP $0 $ 200,340 $ 495,842
Mark Crumpacker .......... 2/6/12 SOSARs 8,000 $371.63 $ 839,600
2/6/12
Performance
SOSARs 8,000 $371.63 $ 839,600
2/6/12 AIP $0 $ 179,820 $ 366,833
(1) Each executive officer was entitled to a cash award to be paid under our Amended and Restated 2006 Cash Incentive Plan, although as a
matter of practice the Compensation Committee exercises discretion to pay each executive officer a lesser amount determined under the
AIP as described under “Compensation Discussion and Analysis—Components of Compensation—Annual Incentives.” Amounts under
Threshold reflect that no payouts would be paid under the AIP if achievement against company targets under the AIP were sufficiently
below target. Amounts under Target reflect the target AIP bonus, which would have been paid to the executive officer if each of the
company performance factor, team performance factor and individual performance factor under the AIP had been set at 100 percent.
Amounts under Maximum reflect the AIP bonus which would have been payable had each of the company performance factor, team
performance factor and individual performance factor been at the maximum level. Actual AIP bonuses paid are reflected in the “Non-
Equity Incentive Plan Compensation” column of the table labeled Summary Compensation Table above.
(2) All equity awards are denominated in shares of common stock, and were granted under the Chipotle Mexican Grill, Inc. 2011 Stock
Incentive Plan. See “Terms of 2012 Equity-Based Awards” below for a description of the vesting terms for the SOSARs and
Performance SOSARs granted during 2012.
(3) See Note 5 to our audited consolidated financial statements for the year ended December 31, 2012, which are included in our Annual
Report on Form 10-K filed with the SEC on February 8, 2013, for descriptions of the methodologies and assumptions we use to value
SOSAR and performance share awards pursuant to FASB Topic 718. The grant date fair value of equity awards is included in the “Stock
Awards” or “Option Awards” columns of the Summary Compensation Table above for each executive officer for 2012.
Terms of 2012 Equity-Based Awards
Each SOSAR represents the right to receive shares of common stock in an amount equal to (i) the excess of
the market price of the common stock at the time of exercise over the exercise price of the SOSAR, divided by
(ii) the market price of the common stock at the time of exercise. The exercise price of the SOSARs, $371.63, is
equal to the closing price of our common stock on the date the committee approved the grants. One half of the
SOSARs granted to each officer are subject to vesting in equal amounts on the second and third anniversary of
the grant date, and the remaining half are subject to vesting contingent upon our achievement of stated levels of
cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with
vesting to occur no sooner than the second and third anniversary of the awards (with half of each Performance
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Proxy Statement