Chipotle 2012 Annual Report Download - page 84

The compensation of each of our non-employee directors in 2012 is set forth below.
Name
Fees Earned or
Paid in Cash
Stock
Awards (1) Total
Albert S. Baldocchi ................................ $91,500 $85,092 $176,592
John S. Charlesworth ............................... $71,500 $85,092 $156,592
Neil W. Flanzraich ................................. $70,750 $85,092 $155,842
Patrick J. Flynn ................................... $77,500 $85,092 $162,592
Darlene J. Friedman ................................ $80,000 $85,092 $165,092
Jeffrey B. Kindler ................................. $20,288 $22,683 $ 42,971
(1) Reflects the grant date fair value under FASB Topic 718 of restricted stock units awarded for the equity
portion of each director’s annual retainer. For the directors other than Mr. Kindler, restricted stock units in
respect of 206 shares of common stock were granted on May 31, 2012, and for Mr. Kindler, a pro-rated
grant of restricted stock units in respect of 86 shares of common stock were granted on December 3, 2012.
The restricted stock units granted in May 2012 were valued at $413.07 per share and those granted in
December 2012 were valued at $263.75 per share, in each case equal to the closing price of our 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. Each director other
than Mr. Kindler held 1,105 unvested restricted stock units as of December 31, 2012, and Mr. Kindler held
86 unvested restricted stock units as of that date.
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, Inc. 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 and our Chief Financial Officer/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, 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 also 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 one of the largest individual shareholders of our company.
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Proxy Statement