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SUMMARY COMPENSATION TABLE
Name
and Principal Position Year Salary
Stock
Awards (1)
Option
Awards (2)
Non-Equity
Incentive Plan
Compensation (3)
All Other
Compensation (4) Total
Steve Ells ............... 2013 $1,400,000 $7,961,250 $12,304,500 $3,196,816 $254,305 $25,116,871
Chairman and Co-Chief 2012 $1,380,769 $15,742,500 $2,404,864 $213,163 $19,741,296
Executive Officer 2011 $1,280,769 $15,286,500 $2,652,000 $172,302 $19,391,571
Monty Moran ............ 2013 $1,200,000 $7,961,250 $12,304,500 $2,740,128 $191,176 $24,397,054
Co-Chief Executive Officer 2012 $1,180,769 $15,742,500 $2,061,312 $161,869 $19,146,450
2011 $1,080,769 $15,286,500 $2,244,000 $148,458 $18,759,728
Jack Hartung ............ 2013 $ 645,719 $3,980,625 $ 4,101,500 $ 975,501 $179,004 $ 9,882,349
Chief Financial Officer 2012 $ 597,888 $ 5,247,500 $ 781,402 $169,267 $ 6,796,057
2011 $ 553,600 $ 5,095,500 $ 859,248 $147,656 $ 6,656,004
Bob Blessing (5) ......... 2013 $ 363,941 $ 1,312,480 $346,054 $ 2,022,475
Former Chief Development 2012 $ 394,972 $ 1,679,200 $ 287,207 $ 98,802 $ 2,460,181
Officer 2011 $ 366,962 $ 1,630,560 $ 393,446 $ 78,987 $ 2,469,955
Mark Crumpacker ........ 2013 $ 402,580 $3,184,500 $ 1,692,400 $ 506,328 $107,054 $ 5,892,862
Chief Marketing and 2012 $ 354,517 $ 1,679,200 $ 308,888 $110,995 $ 2,453,600
Development Officer 2011 $ 328,961 $ 1,426,740 $ 339,660 $ 78,927 $ 2,174,288
(1) Amounts under “Stock Awards” in 2013 represent the grant date fair value under FASB Topic 718 of performance shares awarded in
2013 and for which vesting was considered probable as of the grant date. See Note 5 to our audited consolidated financial statements for
the year ended December 31, 2013, which are included in our Annual Report on Form 10-K filed with the SEC on February 5, 2014, for
descriptions of the methodologies and assumptions we use to value stock awards and the manner in which we recognize the related
expense pursuant to FASB ASC Topic 718.
(2) Amounts under “Option Awards” represent the grant date fair value under FASB Topic 718 of SOSARs awarded in the relevant year.
See Note 5 to our audited consolidated financial statements for the year ended December 31, 2013, as referenced in footnote 1, for
descriptions of the methodologies and assumptions we use to value SOSAR awards and the manner in which we recognize the related
expense pursuant to FASB ASC Topic 718.
(3) Amounts under “Non-Equity Incentive Plan Compensation” represent the amounts earned under the AIP for the relevant year, as
described under “Compensation Discussion and Analysis—Discussion of Executive Officer Compensation Decisions—Annual
Incentives—AIP Structure” and “—2013 AIP Payouts.”
(4) Amounts under “All Other Compensation” for 2013 include the following:
Matching contributions we made on the executive officers’ behalf to the Chipotle Mexican Grill, Inc. 401(K) plan as well as
the Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan, in the aggregate amounts of $152,195 for Mr. Ells,
$130,474 for Mr. Moran, $57,098 for Mr. Hartung, $31,745 for Mr. Blessing, and $28,481 for Mr. Crumpacker. See “Non-
Qualified Deferred Compensation for 2013” below for a description of the Chipotle Mexican Grill, Inc. Supplemental Deferred
Investment Plan.
Company car costs, which include the depreciation expense recognized on company-owned cars or lease payments on leased
cars (in either case less employee payroll deductions), insurance premiums, and maintenance and fuel costs, or a monthly car
allowance for officers who elect under the standard terms of our company-wide company car program to receive an allowance
rather than a company car. Company car costs for Mr. Ells were $33,273, for Mr. Moran were $31,521, for Mr. Hartung were
$28,566, and for each other officer were less than $25,000.
Housing costs, including monthly rent and utilities payments, of $30,000 for Mr. Hartung, $38,048 for Mr. Crumpacker, and
less than $25,000 for Mr. Blessing.
Reimbursement of less than $25,000 in schooling expenses for Mr. Moran’s children.
$22,893 for Mr. Ells, $13,475 for Mr. Moran, $12,303 for Mr. Hartung, $693 for Mr. Blessing, and $17,206 for
Mr. Crumpacker for reimbursement of taxes payable in connection with taxable perquisites under rules of the Internal Revenue
Service.
Commuting expenses, which include air fare, airport parking and ground transportation relating to travel between home and
our company headquarters, for Mr. Hartung totaling $50,093.
Filing fees of $45,000 for filing of premerger notification forms under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 for Mr. Ells in connection with the payout of the 2010 performance shares at the conclusion of the vesting period. The
Compensation Committee approved our payment of the filing fees on Mr. Ells’s behalf.
$286,568 for Mr. Blessing as payment of his pro-rated 2013 AIP award, which we agreed to pay to him in connection with his
retirement.
(5) Mr. Blessing retired effective as of October 31, 2013.
56
Proxy Statement