Chipotle 2013 Annual Report Download - page 120

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The committee’s policy is generally to make SOSAR grants to officers only on an annual basis, within five
business days following our public release of financial results for the previous year. SOSARs are granted to
officers outside of this annual award cycle only in exceptional circumstances, such as in the case of key hires or
promotions. The committee may make additional equity awards, or delegate to one or more officers the authority
to make such awards, to non-officer employees at other times during the year. Mr. Crumpacker was awarded a
mid-year grant of SOSARs during 2013 in recognition of his accepting the role of Chief Development Officer
following the retirement of Mr. Blessing.
The other portion of each executive officer’s long-term incentive award consists of performance shares. The
committee believes that having a portion of each executive’s long-term incentive in the form of full-value shares
is best correlated with performance by including a performance vesting condition on the awards. 2013 marked
completion of the three-year performance period associated with performance shares awarded in 2010. See
“—Discussion of Executive Officer Compensation Decisions—Performance Shares Granted during 2010” below
for a discussion of the payout of the performance share awards to each executive officer, as well as the Options
Exercised and Stock Vested in 2013 table below, which reflects the payout of the awards. Following payout of
the awards, new awards were granted, for which payout will be determined following completion of the third
quarter of 2016.
Because our practice has been to make periodic performance share awards designed to compensate
performance over a multi-year performance period, the compensation reported for each executive officer in the
Summary Compensation Table below will reflect additional compensation expense in the years in which
performance shares are granted.
Benefits and Perquisites
We provide our executive officers with access to the same benefits we provide all of our full-time
employees. We also provide our officers with perquisites and other personal benefits that we believe are
reasonable and consistent with our compensation objectives, and with additional benefit programs that are not
available to all employees throughout our company.
Perquisites are generally provided to help us attract and retain top performing employees for key positions,
and in some cases perquisites are designed to facilitate our executive officers bringing maximum focus to what
we believe to be demanding job duties. In addition to the perquisites identified in notes to the Summary
Compensation Table below, we have occasionally allowed executive officers to be accompanied by a guest when
traveling for business on an airplane chartered by us. Executive officers have also used airplanes that are
available to us through our charter relationship for personal trips; in those cases the executive officer has fully
reimbursed us for the cost of personal use of the airplane. Our executive officers are also provided with personal
administrative and other services by company employees from time to time, including scheduling of personal
appointments, performing personal errands, and use of company-provided drivers. We believe that the perquisites
we provide our executive officers are consistent with market practices, and are reasonable and consistent with
our compensation objectives.
We also administer a non-qualified deferred compensation plan for our senior employees, including our
executive officers. The plan allows participants to defer the obligation to pay taxes on certain elements of their
compensation while also potentially receiving earnings on deferred amounts. We offer an employer match on a
portion of the contributions made by the employees. We believe this plan is an important retention and
recruitment tool because it helps facilitate retirement savings and financial flexibility for our key employees, and
because many of the companies with which we compete for executive talent provide a similar plan to their key
employees.
48
Proxy Statement