Chipotle 2009 Annual Report Download - page 75

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No member of the Audit Committee served on more than three audit or similar committees of publicly held
companies, including Chipotle, in 2009. A report of the Audit Committee is found under the heading “Audit
Committee Report” on page 18.
Compensation Committee
The Compensation Committee oversees our executive compensation policies and programs. In accordance
with its charter, the committee determines the compensation of our Co-Chief Executive Officers based on an
evaluation of their performance, and has also approved the compensation level of our other executive officers
following an evaluation of their performance and recommendation by the Co-Chief Executive Officers. The
manner in which the committee makes determinations as to the compensation of our executive officers is
described in more detail below under “Executive Officers and Compensation—Compensation Discussion and
Analysis—Overview of Executive Compensation Determinations.”
The Compensation Committee charter also grants the committee the authority to: review and make
recommendations to the Board with respect to the establishment of any new incentive compensation and equity-
based plans; review and approve the terms of written employment agreements and post-service arrangements for
executive officers; review our compensation programs generally to confirm that those plans provide reasonable
benefits to us; recommend compensation to be paid to our outside directors; review disclosures to be filed with
the SEC and distributed to our shareholders regarding executive compensation and recommend to the Board the
filing of such disclosures; assist the Board with its functions relating to our compensation and benefits programs
generally; and other administrative matters with regard to our compensation programs and policies. The
committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the
committee, except where such delegation is not allowed by legal or regulatory requirements.
The Compensation Committee has also been appointed by the Board to administer our Amended and
Restated 2006 Stock Incentive Plan, and makes awards under the plan as described below under “Executive
Officers and Compensation—Compensation Discussion and Analysis—Components of Compensation—Long-
Term Incentives.” The committee has in some years, including 2010, delegated its authority under the plan to our
executive officers to make grants to non-executive officer level employees, within limitations specified by the
committee in its delegation of authority.
The Compensation Committee retains outside executive compensation consulting firms to provide the
committee with advice regarding compensation matters and to conduct an annual review of our executive
compensation programs. For 2009 the committee worked with Compensation Strategies, Inc. on executive
compensation matters. Compensation Strategies also occasionally works with our senior human resources staff to
provide us with advice on the design of our company-wide compensation programs and policies and other
matters relating to compensation, in addition to working with the committee on executive compensation matters.
All of the fees paid to Compensation Strategies during 2009 were in connection with the firm’s work on
executive compensation matters on behalf of the committee. Compensation Strategies was retained pursuant to
an engagement letter with the Compensation Committee, and the committee considers the firm to have sufficient
independence from our company and executive officers to allow it to offer objective advice.
The Compensation Committee held five meetings in 2009 and acted by written consent four times. The
members of the committee are Ms. Friedman (Chairperson) and Mr. Flynn. A report of the Compensation
Committee is found under the heading “Executive Officers and Compensation—Compensation Discussion and
Analysis—Compensation Committee Report” on page 30.
Compensation Committee Interlocks and Insider Participation
There are no relationships between the members of our Compensation Committee and our executive officers
of the type contemplated in the SEC’s rules requiring disclosure of “compensation committee interlocks.”
Neither member of the committee is our employee and neither of them has ever been an officer of our company.
11
Proxy Statement