Chipotle 2012 Annual Report Download - page 83

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independence of compensation committee members when they become effective on July 1, 2013. No member of
the committee nor any organization of which any member of the committee is an officer or director received any
payments from us during 2012, 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 Ms. Friedman.
Nominating and Corporate Governance Committee
The responsibilities of the Nominating and Corporate Governance Committee include reviewing, at least
annually, the adequacy of our corporate governance principles and recommending to the Board any changes to
such principles as deemed appropriate, 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, at least annually, 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. A number of these matters are covered in our
Corporate Governance Guidelines, which the committee also reviews at least annually. 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 2012. The members of the
committee are Mr. Flynn (Chairperson), Ms. Friedman and Mr. Kindler.
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 $135,000, of which $50,000 is paid in
cash and $85,000 is paid in restricted stock units representing shares of our 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, $7,500 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
five times the annual cash retainer within five years of the director’s appointment or election to the Board. All
directors other than Mr. Kindler, who was appointed to the Board in September 2012, met this requirement as of
December 31, 2012. Unvested restricted stock units received as compensation for Board service count as shares
owned for purposes of this requirement.
13
Proxy Statement