Chipotle 2013 Annual Report Download - page 87

Director Compensation
Directors who are also employees of Chipotle do not receive compensation for their services as directors.
Directors who are not employees of Chipotle received an annual retainer during 2013 of $135,000, of which
$50,000 was paid in cash and $85,000 was paid in restricted stock units representing shares of our common
stock, based on the closing price of the stock on the grant date, which is the date of our annual shareholders
meeting each year. Each director who is not an employee of Chipotle also received a $2,000 cash payment for
each meeting of the Board of Directors he or she attended and $1,500 for each meeting of a committee of the
Board of Directors he or she attended ($750 in the case of telephonic attendance at an in-person committee
meeting). Annual cash retainers are paid to the chairperson of each committee of the Board of Directors, in the
following amounts for 2013: $20,000 for the Audit Committee Chairperson, $10,000 for the Compensation
Committee Chairperson, $7,500 for the Nominating and Corporate Governance Committee Chairperson, and
$3,000 for the chairperson of any other committee established by the Board of Directors unless otherwise
specified by the Board. Directors are also reimbursed for expenses incurred in connection with their service as
directors, including travel expenses for meetings. We have also adopted a requirement that each non-employee
director is expected to own Chipotle common stock with a market value of five times the annual cash retainer
within five years of the director’s appointment or election to the Board. All directors other than Mr. Kindler, who
was appointed to the Board in September 2012, and Mr. Musk, who was appointed to the Board in September
2013, met this requirement as of December 31, 2013. Unvested restricted stock units received as compensation
for Board service count as shares owned for purposes of this requirement.
The compensation of each of our non-employee directors in 2013 is set forth below.
Name
Fees Earned or
Paid in Cash
Stock
Awards (1) Total
Albert S. Baldocchi ................................ $90,000 $85,161 $175,161
John S. Charlesworth ............................... $70,000 $85,161 $155,161
Neil W. Flanzraich ................................. $66,500 $85,161 $151,661
Patrick J. Flynn ................................... $77,500 $85,161 $162,661
Darlene J. Friedman ................................ $80,000 $85,161 $165,161
Jeffrey B. Kindler ................................. $68,500 $85,161 $153,661
Kimbal Musk ..................................... $20,712 $28,572 $ 49,284
(1) Reflects the grant date fair value under FASB Topic 718 of restricted stock units awarded for the equity
portion of each director’s annual retainer. For the directors other than Mr. Musk, restricted stock units in
respect of 227 shares of common stock were granted on May 17, 2013, and for Mr. Musk, a pro-rated grant
of restricted stock units in respect of 70 shares of common stock were granted on September 1, 2013. The
restricted stock units granted in May 2013 were valued at $375.16 per share and those granted in September
2013 were valued at $408.17 per share, in each case equal to the closing price of our common stock on the
grant date (or the preceding business day for grants made on a non-business day). The restricted stock units
vest on the third anniversary of the grant date subject to the director’s continued service as a director
through that date. Vesting accelerates in the event of the retirement of a director who has served for a total
of six years (including any breaks in service), or in the event the director leaves the Board following certain
changes in control of Chipotle. Directors may elect in advance to defer receipt upon vesting of the shares
underlying the restricted stock units. Each director other than Messrs. Kindler and Musk held 733 unvested
restricted stock units as of December 31, 2013, and Mr. Kindler held 313 unvested restricted stock units and
Mr. Musk held 70 unvested restricted stock units as of that date.
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Proxy Statement