Chipotle 2009 Annual Report Download - page 76

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The Board has determined that each of them qualifies as a “Non-Employee Director” under SEC Rule16b-3 and
as an “Outside Director” under Section 162(m) of the Internal Revenue Code of 1986, as amended. Neither
member of the committee nor any organization of which either member of the committee is an officer or director
received any payments from us during 2009, other than the payments disclosed under “—Compensation of
Directors” below. See “Certain Relationships and Related Party Transactions” for a description of agreements we
have entered into with members of the committee.
Nominating and Corporate Governance Committee
The responsibilities of the Nominating and Corporate Governance Committee include recommending to the
Board improvements in our corporate governance principles, periodically (at least annually) reviewing the
adequacy of such principles, and recommending to the Board appropriate guidelines and criteria to determine the
qualifications to serve and continue to serve as a director. The Nominating and Corporate Governance
Committee identifies and reviews the qualifications of, and recommends to the Board, (i) individuals to be
nominated by the Board for election to the Board by our shareholders at each annual meeting, (ii) individuals to
be nominated and elected to fill any vacancy on the Board which occurs for any reason (including increasing the
size of the Board) and (iii) appointments to committees of the Board.
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 annual 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 2009. The members of the
committee are Mr. Flynn (Chairperson) and Ms. Friedman.
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 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 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 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. All directors met this
requirement as of December 31, 2009. Unvested restricted stock units received as compensation for Board
service count as shares owned for purposes of this requirement.
12
Proxy Statement