Chipotle 2008 Annual Report Download - page 72

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Class III directors whose terms expire at the 2011
annual meeting of shareholders Age
Director
Since
John S. Charlesworth ...................... Mr.Charlesworth has served as a director of
Chipotle since 1999. He is currently the sole
owner/member of Hunt Business Enterprises
LLC and EZ Street LLC. Before retiring in
2000, Mr. Charlesworth worked for
McDonald’s for 26 years, most recently as
president of its midwestern division from
July 1997 to December 2000. He holds a
Bachelor of Science degree in business,
majoring in economics, from Virginia
Polytechnic Institute.
62 1999
Montgomery F. (Monty) Moran ............. Mr.Moran is our Co-Chief Executive Officer.
He was appointed to this position on January
1, 2009, after serving as President and Chief
Operating Officer since March 2005.
Mr. Moran previously served as chief
executive officer of the Denver law firm
Messner & Reeves, LLC, where he was
employed since 1996, and as general counsel
of Chipotle. Mr. Moran holds a Bachelor of
Arts degree in communications from the
University of Colorado and a J.D. from
Pepperdine University.
42 2006
The Board of Directors held seven meetings in 2008 and acted by written consent three times. All directors
attended at least 75 percent of the meetings of the Board and of committees of which they were members during
2008. The Board has requested that each member of the Board attend our annual shareholder meetings absent
extenuating circumstances, and all directors attended the 2008 annual meeting of shareholders.
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
independence from us, including under the independence standards contained in the rules of the New York Stock
Exchange. Based on that review, in February 2009 the Board determined that none of our directors have any
relationships, transactions or arrangements that would compromise their independence, except Messrs. Ells and
Moran, our Co-Chief Executive Officers. In particular, the Board determined that the registration rights granted
to Mr. Baldocchi and Ms. Friedman, as described below under “Certain Relationships and Related Party
Transactions,” do not constitute a material relationship that would create material conflicts of interest or
otherwise compromise the independence of Mr. Baldocchi or Ms. Friedman in attending to their duties as
directors. Accordingly, the Board concluded that each director other than Messrs. Ells and Moran qualifies as an
independent director.
Committees of the Board
Our Board of Directors has three standing committees: (1) the Audit Committee, (2) the Compensation
Committee, and (3) the Nominating and Corporate Governance Committee, each composed entirely of persons
the Board has determined to be independent as described above, and for members of the Audit Committee, under
the definition included in SEC Rule 10A-3(b)(1). Each committee operates pursuant to a written charter adopted
9
Proxy Statement