Chipotle 2013 Annual Report Download - page 129

GRANTS OF PLAN-BASED AWARDS IN 2013
Name
Grant
Date
Award
Description
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards (1)
Estimated Future Payouts
Under Equity
Incentive Plan Awards (2)
All Other
Option
Awards:
Number of
Securities
Underlying
Options (2)
Exercise
or Base
Price of
Option
Awards
($ /Sh)
Grant Date
Fair Value
of Stock
and Option
Awards (3)
Threshold
($) Target ($)
Maximum
($)
Threshold
(# shares)
Target
(# shares)
Maximum
(# shares)
Steve Ells ......... 2/7/13 AIP $0 $1,610,000 $3,284,400
2/7/13 SOSARs 75,000 $318.45 $6,152,250
2/7/13
Performance
SOSARs 75,000 $318.45 $6,152,250
12/27/13
Performance
Shares 5,000 10,000 20,000 $7,961,250
Monty Moran ...... 2/7/13 AIP $0 $1,380,000 $2,815,200
2/7/13 SOSARs 75,000 $318.45 $6,152,250
2/7/13
Performance
SOSARs 75,000 $318.45 $6,152,250
12/27/13
Performance
Shares 5,000 10,000 20,000 $7,961,250
Jack Hartung ....... 2/7/13 AIP $0 $ 491,288 $1,002,227
2/7/13 SOSARs 25,000 $318.45 $2,050,750
2/7/13
Performance
SOSARs 25,000 $318.45 $2,050,750
12/27/13
Performance
Shares 2,500 5,000 10,000 $3,980,625
Bob Blessing ...... 2/7/13 AIP $0 $ 208,354 $ 516,717
2/7/13 SOSARs 8,000 $318.45 $ 656,240
2/7/13
Performance
SOSARs 8,000 $318.45 $ 656,240
Mark Crumpacker . . 6/8/13 AIP $0 $ 255,000 $ 520,200(4)
2/7/13 SOSARs 8,000 $318.45 $ 656,240
2/7/13
Performance
SOSARs 8,000 $318.45 $ 656,240
6/8/13 SOSARs 4,000 $365.80 $ 379,920
12/27/13
Performance
Shares 2,000 4,000 8,000 $3,184,500
(1) Each executive officer was entitled to a cash award to be paid under our Amended and Restated 2006 Cash Incentive Plan, although as a matter
of practice the Compensation Committee exercises discretion to pay each executive officer a lesser amount determined under the AIP as
described under “Compensation Discussion and Analysis—Components of Compensation—Annual Incentives.” Amounts under Threshold
reflect that no payouts would be paid under the AIP if achievement against company targets under the AIP were sufficiently below target.
Amounts under Target reflect the target AIP bonus, which would have been paid to the executive officer if each of the company performance
factor, team performance factor and individual performance factor under the AIP had been set at 100 percent. Amounts under Maximum reflect
the AIP bonus which would have been payable had each of the company performance factor, team performance factor and individual
performance factor been at the maximum level. Actual AIP bonuses paid are reflected in the “Non-Equity Incentive Plan Compensation” column
of the table labeled Summary Compensation Table above.
(2) All equity awards are denominated in shares of common stock, and were granted under the Chipotle Mexican Grill, Inc. 2011 Stock Incentive
Plan. See “Terms of 2013 Equity-Based Awards” below for a description of the vesting terms for the SOSARs and Performance SOSARs
granted during 2013.
(3) 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 SOSAR and
performance share awards pursuant to FASB Topic 718. The grant date fair value of equity awards is included in the “Stock Awards” or “Option
Awards” columns of the Summary Compensation Table above for each executive officer for 2013.
(4) Mr. Crumpacker’s initial AIP award target was set on February 7, 2013, at 50 percent of his base salary as of that date. In connection with his
assumption of the duties of Chief Development Officer in addition to Chief Marketing Officer, his AIP award target was increased to 60 percent
of his newly-established base salary following the promotion.
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Proxy Statement