Chipotle 2013 Annual Report Download - page 86

The Compensation Committee held five meetings in 2013 and acted by written consent three times. A report
of the committee is found under the heading “Executive Officers and Compensation—Compensation Discussion
and Analysis—Compensation Committee Report” on page 55.
Compensation Committee Interlocks and Insider Participation
The members of our Compensation Committee are Ms. Friedman (Chairperson) and Messrs. Flynn and
Kindler. There are no relationships between the members of the committee and our executive officers of the type
contemplated in the SEC’s rules requiring disclosure of “compensation committee interlocks.” None of the
members of the committee is our employee and no member has been an officer of our company at any time. The
Board has determined that each member of the committee qualifies as a “Non-Employee Director” under SEC
Rule16b-3 and as an “Outside Director” under Section 162(m) of the Internal Revenue Code of 1986, as
amended, and that each member satisfies the standards of NYSE Rule 303A.02(a)(ii) regarding independence of
compensation committee members, which became 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 2013, 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 2013. The members of the
committee are Mr. Flynn (Chairperson), Ms. Friedman and Mr. Kindler.
Special Litigation Committee
In addition to the standing committees described above, in February 2014 the Board established a Special
Litigation Committee to investigate a shareholder derivative action being pursued by Saleem Mohammed against
the members of our Board (other than Messrs. Kindler and Musk) and our Chief Financial Officer, Mr. Hartung.
Chipotle is a nominal defendant in the case. The special litigation committee consists of Messrs. Kindler and
Musk.
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Proxy Statement