Chipotle 2012 Annual Report Download - page 80

Class I directors whose terms expire at the
2015 annual meeting of shareholders Age
Director
Since
Patrick J. Flynn ................. Prior to retiring in 2001, Mr. Flynn spent 39 years at
McDonald’s where he held a variety of executive and
management positions, most recently as Executive Vice
President responsible for strategic planning and
acquisitions. From his background as a senior-level
restaurant industry executive, Mr. Flynn developed strong
capabilities in guiding corporate strategy, and tremendous
knowledge of the operational aspects of the restaurant
business as well. In addition, Mr. Flynn’s past experience
as a director of a publicly-held financial institution, and
his background in analyzing financial statements of
businesses he has led and companies he has considered
for acquisition, have given him strong financial analysis
skills.
70 1998
Jeffrey B. Kindler ............... Mr.Kindler is a venture partner with Lux Capital, a
venture capital firm, and a director of Starboard Capital
Partners, a private equity firm. He was Chief Executive
Officer and Chairman of the Board of Pfizer, Inc., a
pharmaceutical company, from 2006 until his retirement
in December 2010. Prior to that, he was Vice Chairman
and General Counsel of Pfizer from 2005 to 2006,
Executive Vice President and General Counsel from 2004
to 2005, and Senior Vice President and General Counsel
from 2002 to 2004. Prior to joining Pfizer, he was
Chairman of Boston Market Corporation from 2000 to
2001, and President of the Partner Brands group of
McDonald’s Corporation (of which Chipotle was a part)
during 2001. Mr. Kindler serves as a board member for a
number of civic, charitable, educational and other
organizations. He brings leadership, extensive business,
operating, legal and policy, and corporate strategy
experience to our Board, as well as tremendous
knowledge of the restaurant industry and the
fundamentals of our business. Mr. Kindler holds a
Bachelor of Arts from Tufts University and a J.D. from
Harvard Law School.
57 2012
The Board of Directors held four meetings in 2012 and acted by written consent three times. Each director
who served as a director for the full year attended at least 75 percent of the meetings of the Board and of
committees of which they were members during 2012. Mr. Kindler attended each meeting of the Board in 2012
from and after the date of his appointment to the Board and each meeting of the committees on which he serves
from and after the date of his appointment to such committees. The Board has requested that each member attend
our annual shareholder meetings absent extenuating circumstances, and all directors attended the 2012 annual
meeting of shareholders (other than Mr. Kindler, who had not yet been appointed to the Board at the time of the
2012 annual meeting).
A Majority of our Board Members are Independent
Our Board of Directors, under direction of the Nominating and Corporate Governance Committee, reviews
the independence of our directors to determine whether any relationships, transactions or arrangements involving
any director or any family member or affiliate of a director may be deemed to compromise the director’s
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Proxy Statement