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SEC Filings

10-Q
CHIPOTLE MEXICAN GRILL INC filed this Form 10-Q on 07/26/2017
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the chairperson of the Compensation Committee will receive $15,000 annually; and the chairperson of the Nominating and Corporate Governance Committee will receive $10,000 annually.  The chairperson of any other committees created by the Board will receive $5,000 annually, unless otherwise specified by the Board.  These cash fees will be tracked and accrued by Chipotle.  Cash payments will be distributed to directors via standard Chipotle payroll processing and paid out in equal amounts in June and December of each year.  The appropriate tax elections must be made with Chipotle upon election to the Board.

For the first year of service and any subsequent separation, the committee chair retainer will be prorated in the same manner as the non-employee director annual retainer.

Independent Lead Director Retainer

The Lead Director elected pursuant to Chipotle’s Corporate Governance Guidelines will receive an annual cash retainer of $50,000 for their additional service to the Board.  This fee will be tracked and accrued by Chipotle, and will be distributed in equal amounts in June and December of each year.   

Stock Ownership Guidelines

Directors are expected to own shares of Chipotle common stock having a total value of five times the annual cash retainer payable to outside directors within five years of being elected to the Board.  The following forms of equity count towards the required stock ownership guidelines:

·

Outright shares owned

·

Unvested restricted stock

·

Unvested and vested restricted stock units

·

Any awards that are deferred into stock units of the Company



The following forms of equity do not count towards the required stock ownership guidelines:

·

Outright shares transferred to any individual other than a spouse*

·

Unvested and vested stock options

·

Unvested and vested stock appreciation rights

·

Unearned performance shares/units



*Shares transferred directly or indirectly to a third party, other than a family member, will not be counted toward the ownership guidelines.  Shares transferred directly or indirectly to a family member will be evaluated on a case by case basis considering all the facts and circumstances.



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