Chipotle 2008 Annual Report Download - page 75

The committee periodically reviews the size, composition and organization of the Board and its committees
and recommends any policies, changes or other action it deems necessary or appropriate, including
recommendations to the Board regarding retirement age, resignation or removal of a director, independence
requirements, frequency of Board meetings and terms of directors. The committee also reviews the nomination
by our shareholders of candidates for election to the Board if such nominations are within the time limits and
meet other requirements established by our bylaws. The committee oversees the evaluation of the performance of
the Board and its committees and reviews and makes recommendations regarding succession plans for positions
held by executive officers.
The Nominating and Corporate Governance Committee held three meetings in 2008. The members of the
committee are Mr. Flynn (Chairperson) and Ms. Friedman.
Compensation of Directors
Directors who are also employees of Chipotle do not receive compensation for their services as directors.
Directors who are not employees of Chipotle receive an annual retainer of $100,000, of which $40,000 is paid in
cash and $60,000 is paid in restricted stock units representing shares of Class A common stock, based on the
closing price of the stock on the grant date, which is the date of our annual meeting each year. Each director who
is not an employee of Chipotle also receives a $2,000 cash payment for each meeting of the Board of Directors
he or she attends and $1,500 for each meeting of a committee of the Board of Directors he or she attends ($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 as follows: $20,000 for the Audit Committee
Chairperson, $10,000 for the Compensation Committee Chairperson, $6,000 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
at least $100,000 within four years of the director’s appointment or election to the Board. 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 independent directors in 2008 is set forth below.
Name
Fees earned or
paid in cash Stock awards(1) Total
Albert S. Baldocchi ............................. $87,750 $60,016 $147,766
John S. Charlesworth ............................ $67,750 $60,016 $127,766
Neil W. Flanzraich .............................. $67,750 $60,016 $127,766
Patrick J. Flynn ................................ $75,250 $60,016 $135,266
Darlene J. Friedman ............................. $77,750 $60,016 $137,766
(1) Reflects a grant to each non-employee director of restricted stock units representing 687 shares of Class A
common stock on May 21, 2008, valued at a price per share of $87.36, the closing price of our Class A
common stock on the grant date. 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.
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Proxy Statement