Chipotle 2009 Annual Report Download - page 77

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The compensation of each of our independent directors in 2009 is set forth below.
Name
Fees Earned or
Paid in Cash Stock Awards(1) Total
Albert S. Baldocchi ............................. $80,000 $60,054 $140,054
John S. Charlesworth ........................... $60,000 $60,054 $120,054
Neil W. Flanzraich ............................. $51,500 $60,054 $111,554
Patrick J. Flynn ................................ $66,000 $60,054 $126,054
Darlene J. Friedman ............................ $70,000 $60,054 $130,054
(1) Reflects the grant date fair value under FASB Topic 718 of restricted stock units representing 797 shares of
common stock, granted to each non-employee director on May 21, 2009. The restricted stock units were
valued at $75.35 per share, the closing price of our Class A common stock on the grant date, and 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 held 1,484 unvested restricted stock units as of December 31, 2009.
CORPORATE GOVERNANCE
Our Board of Directors has adopted a number of policies to support our values and provide for good
corporate governance, including our Corporate Governance Guidelines, which set forth our principles of
corporate governance; our Board committee charters; the Chipotle Mexican Grill Code of Conduct, which applies
to all Chipotle officers, directors and employees; and separate Codes of Ethics for our directors, our Co-Chief
Executive Officers, our Chief Financial Officer and our principal accounting officer. The Corporate Governance
Guidelines, Code of Conduct, and each of the Codes of Ethics are available on the Investors page of our
corporate website at www.chipotle.com under the Corporate Governance link.
If we make any substantive amendment to, or grant a waiver from, a provision of the Code of Conduct or
our Codes of Ethics that apply to our executive officers or our principal accounting officer, we will satisfy the
applicable SEC disclosure requirement by promptly disclosing the nature of the amendment or waiver on the
Investors page of our website at www.chipotle.com under the Corporate Governance link.
Chairman of the Board
Mr. Ells, our founder and Co-Chief Executive Officer, also serves as Chairman of the Board. The Chairman
of the Board presides at all meetings of the Board and exercises and performs such other powers and duties as
may be periodically assigned to him in that capacity by the Board or prescribed by our bylaws. We believe it is
not only appropriate but important for Mr. Ells to serve as Chairman in addition to serving as Co-Chief Executive
Officer. As the founder of our company, he has since our inception been the principal architect of our corporate
strategy and vision, and continues to be a primary driving force to keep our company innovative and striving for
constant improvement. The Board believes that its oversight responsibilities can be most effectively fulfilled if
the Board is led by that same driving force, and also believes that it is appropriate for Mr. Ells to lead the Board
due to his being the largest individual shareholder of our company.
Lead Director
Mr. Baldocchi has served as the Lead Director since December 2006. The Board believes that maintaining a
Lead Director position held by an independent director ensures that our outside directors remain independent of
management and provide objective oversight of our business and strategy. The Lead Director chairs Board
meetings during any sessions conducted as executive sessions without employee members of management being
present, and also consults with the Chairman, the Co-Chief Executive Officers and the Chief Financial Officer on
13
Proxy Statement